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As filed with the U.S. Securities and Exchange Commission on December 7, 2020

Registration No. 333-250183


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



AMENDMENT NO. 1
TO

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



CONOCOPHILLIPS
(Exact Name of Registrant as Specified in Its Charter)



Delaware
(State of Incorporation)
  2911
(Primary Standard Industrial
Classification Code Number)
  01-0562944
(IRS Employer
Identification No.)



925 N. Eldridge Parkway
Houston, Texas 77079
Telephone: (281) 293-1000
(Address, including Zip Code, and Phone Number, Including Area Code, of Registrant's Principal Executive Offices)



Kelly B. Rose
Senior Vice President, Legal and General Counsel
ConocoPhillips
925. N. Eldridge Parkway
Houston, Texas 77079
Telephone: (281) 293-1000
(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)



With a copy to:

Andrew B. Brownstein
Gregory E. Ostling
Zachary S. Podolsky
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000

 

Travis L. Counts
Senior Vice President, General Counsel and
Corporate Secretary
Concho Resources Inc.
One Concho Center
600 West Illinois Avenue
Midland, Texas 79701
(432) 683-7443

 

Krishna Veeraraghavan
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
(212) 558-4000



          Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective.

          If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, please check the following box.    o

          If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Securities Act"), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ý   Accelerated filer o   Non-accelerated filer o   Smaller reporting company o

Emerging growth company o

          If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

          If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

          Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)    o

          Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)    o



          The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

   


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The information in the accompanying joint proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. The accompanying joint proxy statement/prospectus is not an offer to sell these securities and does not constitute the solicitation of offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY—SUBJECT TO COMPLETION, DATED DECEMBER 7, 2020

LOGO   LOGO

JOINT LETTER TO STOCKHOLDERS OF CONOCOPHILLIPS
AND STOCKHOLDERS OF CONCHO RESOURCES INC.

Dear Stockholders:

         ConocoPhillips and Concho Resources Inc. (which we refer to as "Concho") have entered into a merger agreement (which, as it may be amended from time to time, we refer to as the "merger agreement") providing for the acquisition of Concho by ConocoPhillips pursuant to a merger between a wholly owned subsidiary of ConocoPhillips and Concho (which we refer to as the "merger"). ConocoPhillips stockholders as of the close of business on December 11, 2020, the record date, are invited to virtually attend a special meeting of ConocoPhillips stockholders on January 15, 2021, at 9:00 a.m., Central Time, to consider and vote upon a proposal to approve the issuance of shares of ConocoPhillips common stock in connection with the merger. Concho stockholders as of the close of business on the record date are invited to virtually attend a special meeting of Concho stockholders on January 15, 2021, at 9:00 a.m., Central Time, to consider and vote upon a proposal to adopt the merger agreement and a non-binding advisory proposal to approve certain compensation that may be paid or become payable to Concho's named executive officers that is based on or otherwise relates to the merger.

         For Concho stockholders, if the merger is completed, you will be entitled to receive, for each issued and outstanding share of Concho common stock owned by you immediately prior to the effective time of the merger, 1.46 shares of ConocoPhillips common stock (which we refer to as the "merger consideration") as further described in the joint proxy statement/prospectus accompanying this notice. The market value of the merger consideration will fluctuate with the price of ConocoPhillips common stock. Based on the closing price of ConocoPhillips common stock on October 16, 2020, the last trading day before the public announcement of the signing of the merger agreement, the value of the per share merger consideration payable to holders of Concho common stock upon completion of the merger was approximately $49.30. Based on the closing price of ConocoPhillips common stock on December 2, 2020, the last practicable date before the date of the joint proxy statement/prospectus accompanying this notice, the value of the merger consideration payable to holders of Concho common stock upon completion of the merger was approximately $58.36. Concho stockholders should obtain current stock price quotations for ConocoPhillips common stock and Concho common stock. ConocoPhillips common stock is traded on the New York Stock Exchange under the symbol "COP," and Concho common stock is traded on the New York Stock Exchange under the symbol "CXO."

         The ConocoPhillips board of directors has unanimously determined that the merger agreement and the transactions contemplated by the merger agreement, including the issuance of shares of ConocoPhillips common stock in connection with the merger, are fair to, and in the best interests of, ConocoPhillips stockholders; has unanimously approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including the issuance of shares of ConocoPhillips common stock in connection with the merger; and unanimously recommends that ConocoPhillips stockholders vote "FOR" the issuance of shares of ConocoPhillips common stock in connection with the merger.

         The Concho board of directors has unanimously determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are fair to, and in the best interests of, Concho stockholders; has unanimously approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including the merger; and unanimously recommends that Concho stockholders vote "FOR" the adoption of the merger agreement and "FOR" the other proposal described in the accompanying joint proxy statement/prospectus.

         ConocoPhillips and Concho will each hold a virtual special meeting of its stockholders to consider certain matters relating to the merger. ConocoPhillips and Concho cannot complete the merger unless, among other things, ConocoPhillips stockholders approve the issuance of shares of ConocoPhillips common stock in connection with the merger and Concho stockholders adopt the merger agreement.

         Your vote is very important. To ensure your representation at your company's special meeting, complete and return the applicable enclosed proxy card or submit your proxy by phone or the Internet. Please vote promptly whether or not you expect to virtually attend your company's special meeting. Submitting a proxy now will not prevent you from being able to vote at your company's special meeting.

         The joint proxy statement/prospectus accompanying this notice is also being delivered to Concho's stockholders as ConocoPhillips' prospectus for its offering of shares of ConocoPhillips common stock in connection with the merger.

         The obligations of ConocoPhillips and Concho to complete the merger are subject to the satisfaction or waiver of the conditions set forth in the merger agreement, a copy of which is included as part of the accompanying joint proxy statement/prospectus. The joint proxy statement/prospectus provides you with detailed information about the merger. It also contains or references information about ConocoPhillips and Concho and certain related matters. You are encouraged to read the joint proxy statement/prospectus carefully and in its entirety. In particular, you should carefully read the section entitled "Risk Factors" beginning on page 41 of the joint proxy statement/prospectus for a discussion of risks you should consider in evaluating the merger and the issuance of shares of ConocoPhillips common stock in connection with the merger and how they will affect you.

  Sincerely,   Sincerely,

 

Ryan M. Lance
Chairman and Chief Executive Officer
ConocoPhillips

 

Tim Leach
Chairman of the Board and Chief Executive Officer
Concho Resources Inc.

         Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying joint proxy statement/prospectus or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

         The joint proxy statement/prospectus is dated [            ] and is first being mailed to stockholders of ConocoPhillips and Concho on or about [            ].


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LOGO


NOTICE OF THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD VIRTUALLY VIA THE INTERNET ON JANUARY 15, 2021

        NOTICE IS HEREBY GIVEN that a special meeting of stockholders of ConocoPhillips will be held virtually via the Internet on January 15, 2021, at 9:00 a.m., Central Time, to consider and vote on a proposal to approve the issuance of shares of ConocoPhillips common stock (which we refer to as the "ConocoPhillips issuance proposal") in connection with the merger between a wholly owned subsidiary of ConocoPhillips and Concho Resources Inc. (which we refer to as "Concho"), as contemplated by the Agreement and Plan of Merger, dated as of October 18, 2020, among ConocoPhillips, Falcon Merger Sub Corp. and Concho (which, as it may be amended from time to time, we refer to as the "merger agreement").

        In light of the ongoing COVID-19 (coronavirus) pandemic and to be consistent with ConocoPhillips' SPIRIT values, the ConocoPhillips special meeting will be held in a virtual meeting format only, via live webcast, and there will not be a physical meeting location. You will be able to attend the ConocoPhillips special meeting online and to vote your shares electronically at the meeting by visiting www.virtualshareholdermeeting.com/COP2021SM, which we refer to as the "ConocoPhillips special meeting website."

        ConocoPhillips stockholder approval of the ConocoPhillips issuance proposal is required to complete the merger. ConocoPhillips will transact no other business at the ConocoPhillips special meeting. The record date for the ConocoPhillips special meeting has been set as December 11, 2020. Only ConocoPhillips stockholders of record as of the close of business on such record date are entitled to notice of, and to vote at, the ConocoPhillips special meeting via the ConocoPhillips special meeting website or any adjournments and postponements of the ConocoPhillips special meeting. For additional information regarding the ConocoPhillips special meeting, see the section entitled "Special Meeting of ConocoPhillips Stockholders."

        The ConocoPhillips board of directors unanimously recommends that you vote "FOR" the ConocoPhillips issuance proposal.

        The ConocoPhillips issuance proposal is described in more detail in the accompanying joint proxy statement/prospectus, which you should read carefully and in its entirety before you vote. A copy of the merger agreement is attached as Annex A to the accompanying joint proxy statement/prospectus.

        PLEASE VOTE AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE CONOCOPHILLIPS SPECIAL MEETING VIA THE CONOCOPHILLIPS SPECIAL MEETING WEBSITE. IF YOU LATER DESIRE TO REVOKE OR CHANGE YOUR PROXY FOR ANY REASON, YOU MAY DO SO IN THE MANNER DESCRIBED IN THE ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS. FOR FURTHER INFORMATION CONCERNING THE PROPOSAL BEING VOTED UPON, USE OF THE PROXY AND OTHER RELATED MATTERS, YOU ARE URGED TO READ THE ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS.

Your vote is very important. Approval of the ConocoPhillips issuance proposal by the ConocoPhillips stockholders is a condition to the merger and requires the affirmative vote of a majority of shares of ConocoPhillips common stock present via the ConocoPhillips special meeting website or by proxy at the ConocoPhillips special meeting and entitled to vote on the proposal. ConocoPhillips stockholders are requested to complete, date, sign and return the enclosed proxy in the envelope provided, which requires no postage if mailed in the United States, or to submit their votes by phone or the Internet. Simply follow the instructions provided on the enclosed proxy card. Abstentions will have the same effect as a vote "AGAINST" the ConocoPhillips issuance proposal and broker non-votes will have no effect on the outcome of the vote.

  BY ORDER OF THE BOARD OF DIRECTORS,

 

Ryan M. Lance
Chairman and Chief Executive Officer
ConocoPhillips


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LOGO


NOTICE OF THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD VIRTUALLY VIA THE INTERNET ON JANUARY 15, 2021

        NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Concho Resources Inc. (which we refer to as "Concho") will be held virtually via the Internet on January 15, 2021, at 9:00 a.m., Central Time, to consider and vote on a proposal:

    to adopt the Agreement and Plan of Merger, dated as of October 18, 2020 (which, as it may be amended from time to time, we refer to as the "merger agreement"), among ConocoPhillips, Falcon Merger Sub Corp. (which we refer to as "Merger Sub") and Concho (which we refer to as the "merger proposal"); and

    to approve, by a non-binding advisory vote, certain compensation that may be paid or become payable to Concho's named executive officers that is based on or otherwise relates to the merger contemplated by the merger agreement (which we refer to as the "non-binding compensation advisory proposal").

        In light of the ongoing COVID-19 (coronavirus) pandemic, the Concho special meeting will be held in a virtual meeting format only, via live webcast, and there will not be a physical meeting location. You will be able to attend the Concho special meeting online and to vote your shares electronically at the meeting by visiting www.virtualshareholdermeeting.com/CXO2021SM, which we refer to as the "Concho special meeting website."

        Concho stockholder approval of the merger proposal is required to complete the merger between Merger Sub and Concho, as contemplated by the merger agreement. Concho stockholders will also be asked to approve the non-binding compensation advisory proposal. Concho will transact no other business at the Concho special meeting. The record date for the Concho special meeting has been set as December 11, 2020. Only Concho stockholders of record as of the close of business on such record date are entitled to notice of, and to vote at, the Concho special meeting via the Concho special meeting website or any adjournments and postponements of the Concho special meeting. For additional information regarding the Concho special meeting, see the section entitled "Special Meeting of Concho Stockholders" beginning on page 64 of the joint proxy statement/prospectus accompanying this notice.

        The Concho board of directors unanimously recommends that you vote "FOR" the merger proposal and "FOR" the non-binding compensation advisory proposal.

        The Concho stockholder proposals are described in more detail in the accompanying joint proxy statement/prospectus, which you should read carefully and in its entirety before you vote. A copy of the merger agreement is attached as Annex A to the accompanying joint proxy statement/prospectus.

        PLEASE VOTE AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE CONCHO SPECIAL MEETING VIA THE CONCHO SPECIAL MEETING WEBSITE. IF YOU LATER DESIRE TO REVOKE OR CHANGE YOUR PROXY FOR ANY REASON, YOU MAY DO SO IN THE MANNER DESCRIBED IN THE ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS. FOR FURTHER INFORMATION CONCERNING THE PROPOSALS BEING VOTED UPON, USE OF THE PROXY AND OTHER RELATED MATTERS, YOU ARE URGED TO READ THE ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS.

Your vote is very important. Approval of the merger proposal by the Concho stockholders is a condition to the merger and requires the affirmative vote of a majority of the outstanding shares of Concho common stock entitled to vote on the proposal. Concho stockholders are requested to complete, date, sign and return the enclosed proxy in the envelope provided, which requires no postage if mailed in the United States, or to submit their votes by phone or the Internet. Simply follow the instructions provided on the enclosed proxy card. Abstentions, failure to submit a proxy or vote via the Concho special meeting website and broker non-votes will have the same effect as a vote "AGAINST" the merger proposal.

    BY ORDER OF THE BOARD OF DIRECTORS,

 

 

Tim Leach
Chairman of the Board and Chief Executive Officer
Concho Resources Inc.

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REFERENCES TO ADDITIONAL INFORMATION

        This joint proxy statement/prospectus incorporates by reference important business and financial information about ConocoPhillips (which we refer to as "ConocoPhillips") and Concho Resources Inc. (which we refer to as "Concho") from other documents that are not included in or delivered with this joint proxy statement/prospectus, including documents that ConocoPhillips and Concho have filed with the U.S. Securities and Exchange Commission (which we refer to as the "SEC"). For a listing of documents incorporated by reference herein, see the section entitled "Where You Can Find More Information." This information is available for you to review free of charge at the public reference room of the SEC located at 100 F Street, N.E., Washington, DC 20549, and through the SEC's website at www.sec.gov.

        You may request copies of this joint proxy statement/prospectus and any of the documents incorporated by reference herein or other information concerning ConocoPhillips or Concho, without charge, upon written or oral request to the applicable company's principal executive offices. The respective addresses and phone numbers of such principal executive offices are listed below.

For ConocoPhillips Stockholders:   For Concho Stockholders:

ConocoPhillips
925 N. Eldridge Parkway
Houston, Texas 77079
Attention: Investor Relations
(281) 293-1000

 

Concho Resources Inc.
One Concho Center
600 West Illinois Avenue
Midland, Texas 79701
Attention: Investor Relations
(432) 683-7443

        To obtain timely delivery of these documents before the ConocoPhillips special meeting, ConocoPhillips stockholders must request the information no later than January 8, 2021 (which is five business days before the date of the ConocoPhillips special meeting).

        To obtain timely delivery of these documents before the Concho special meeting, Concho stockholders must request the information no later than January 8, 2021 (which is five business days before the date of the Concho special meeting).

        In addition, if you have questions about the merger or this joint proxy statement/prospectus, would like additional copies of this joint proxy statement/prospectus or need to obtain proxy cards or other information related to the proxy solicitation, contact Morrow Sodali LLC, the proxy solicitor for ConocoPhillips, at (800) 662-5200 (toll-free in North America), or +1 (203) 658-9400 (outside of North America), or by email at COP@investor.morrowsodali.com, or MacKenzie Partners, Inc., the proxy solicitor for Concho, toll-free at (800) 322-2885, or for brokers and banks, collect at (212) 929-5500, or by email at proxy@mackenziepartners.com. You will not be charged for any of these documents that you request.


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ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

        This document, which forms part of a registration statement on Form S-4 filed with the SEC by ConocoPhillips (File No. 333-250183), constitutes a prospectus of ConocoPhillips under Section 5 of the Securities Act of 1933, as amended (which we refer to as the "Securities Act"), with respect to the shares of common stock of ConocoPhillips, par value $0.01 per share (which we refer to as "ConocoPhillips common stock") to be issued to Concho stockholders pursuant to the Agreement and Plan of Merger, dated as of October 18, 2020 (which, as it may be amended from time to time, we refer to as the "merger agreement"), among ConocoPhillips, Falcon Merger Sub Corp. (which we refer to as "Merger Sub") and Concho.

        This document also constitutes a notice of meeting and proxy statement of each of ConocoPhillips and Concho under Section 14(a) of the Securities Exchange Act of 1934, as amended (which we refer to as the "Exchange Act").

        ConocoPhillips has supplied all information contained or incorporated by reference herein relating to ConocoPhillips, and Concho has supplied all information contained or incorporated by reference herein relating to Concho. ConocoPhillips and Concho have both contributed to the information relating to the merger agreement contained in this joint proxy statement/prospectus.

        You should rely only on the information contained in or incorporated by reference herein in connection with any vote, the giving or withholding of any proxy or any investment decision in connection with the merger agreement. ConocoPhillips and Concho have not authorized anyone to provide you with information that is different from that contained in or incorporated by reference herein. This joint proxy statement/prospectus is dated [            ], and you should not assume that the information contained in this joint proxy statement/prospectus is accurate as of any date other than such date unless otherwise specifically provided herein. Further, you should not assume that the information incorporated by reference herein is accurate as of any date other than the date of the incorporated document. Neither the mailing of this joint proxy statement/prospectus to ConocoPhillips or Concho stockholders nor the issuance by ConocoPhillips of shares of ConocoPhillips common stock pursuant to the merger agreement will create any implication to the contrary.

        All currency amounts referenced in this joint proxy statement/prospectus are in U.S. dollars.


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TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETINGS     1  
SUMMARY     14  

Information About the Companies

    14  

The Merger and the Merger Agreement

    15  

Merger Consideration

    15  

Risk Factors

    15  

Treatment of Concho Equity Awards

    16  

Recommendation of the ConocoPhillips Board of Directors and Reasons for the Merger

    16  

Recommendation of the Concho Board of Directors and Reasons for the Merger

    16  

Opinions of Financial Advisors

    16  

Special Meeting of ConocoPhillips Stockholders

    18  

Special Meeting of Concho Stockholders

    20  

Board of Directors and Management of ConocoPhillips Following the Completion of the Merger

    22  

Interests of Concho Directors and Executive Officers in the Merger

    22  

Conditions to the Completion of the Merger

    22  

No Solicitation

    23  

Changes of Recommendation

    26  

Termination

    28  

Termination Fees

    29  

Regulatory Approvals

    30  

Specific Performance; Remedies

    31  

No Appraisal Rights

    31  

Material U.S. Federal Income Tax Consequences of the Merger

    31  

Litigation Relating to the Merger

    31  

Comparison of Stockholders' Rights

    32  

Listing of ConocoPhillips Common Stock; Delisting and Deregistration of Concho Shares

    32  
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF CONOCOPHILLIPS     33  
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF CONCHO     35  
SUMMARY UNAUDITED PRO FORMA COMBINED FINANCIAL DATA     37  
SUMMARY PRO FORMA COMBINED PROVED RESERVES AND PRODUCTION DATA     38  
COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA     40  
RISK FACTORS     41  
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS     53  
INFORMATION ABOUT THE COMPANIES     57  
SPECIAL MEETING OF CONOCOPHILLIPS STOCKHOLDERS     58  

Date, Time and Place

    58  

Purpose of the ConocoPhillips Special Meeting

    58  

Recommendation of the ConocoPhillips Board of Directors

    58  

Record Date and Outstanding Shares of ConocoPhillips Common Stock

    58  

Quorum; Abstentions and Broker Non-Votes

    59  

Required Vote

    59  

Methods of Voting

    59  

Adjournment

    60  

Revocability of Proxies

    61  

Proxy Solicitation Costs

    61  

No Appraisal Rights

    61  

Other Information

    61  

Assistance

    62  

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Vote of ConocoPhillips' Directors and Executive Officers

    62  

Attending the ConocoPhillips Special Meeting Virtually

    62  

Results of the ConocoPhillips Special Meeting

    62  
CONOCOPHILLIPS STOCKHOLDER PROPOSAL     63  
SPECIAL MEETING OF CONCHO STOCKHOLDERS     64  

Date, Time and Place

    64  

Purpose of the Concho Special Meeting

    64  

Recommendation of the Concho Board of Directors

    64  

Record Date and Outstanding Shares of Concho Common Stock

    64  

Quorum; Abstentions and Broker Non-Votes

    65  

Required Vote

    65  

Methods of Voting

    65  

Adjournment

    66  

Revocability of Proxies

    67  

Proxy Solicitation Costs

    67  

No Appraisal Rights

    67  

Other Information

    67  

Assistance

    68  

Vote of Concho's Directors and Executive Officers

    68  

Attending the Concho Special Meeting Virtually

    68  

Results of the Concho Special Meeting

    68  
CONCHO STOCKHOLDER PROPOSALS     69  

Merger Proposal

    69  

Non-Binding Compensation Advisory Proposal

    69  
THE MERGER     70  

Transaction Structure

    70  

Consideration to Concho Stockholders

    70  

Background of the Merger

    70  

Recommendation of the ConocoPhillips Board of Directors and Reasons for the Merger

    86  

Opinion of Goldman Sachs, ConocoPhillips' Financial Advisor

    90  

Recommendation of the Concho Board of Directors and Reasons for the Merger

    98  

Opinion of Credit Suisse, Concho's Financial Advisor

    103  

Opinion of J.P. Morgan, Concho's Financial Advisor

    111  

ConocoPhillips Unaudited Forecasted Financial Information

    120  

Concho Unaudited Forecasted Financial Information

    124  

Regulatory Approvals

    130  

Board of Directors and Management of ConocoPhillips Following Completion of the Merger

    130  

Interests of Concho Directors and Executive Officers in the Merger

    130  

Listing of ConocoPhillips Shares; Delisting and Deregistration of Concho Shares

    138  

Accounting Treatment of the Merger

    138  

Treatment of Indebtedness

    138  

Litigation Relating to the Merger

    139  
THE MERGER AGREEMENT     140  

Explanatory Note Regarding the Merger Agreement

    140  

The Merger

    140  

Closing

    141  

Organizational Documents; Directors and Officers

    141  

Effect of the Merger on Capital Stock; Merger Consideration

    142  

Treatment of Concho Equity Awards in the Merger

    142  

Payment for Securities; Exchange

    143  

Withholding Taxes

    145  

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No Appraisal Rights

    145  

Representations and Warranties

    145  

Interim Operations of Concho and ConocoPhillips Pending the Merger

    149  

No Solicitation; Changes of Recommendation

    154  

Preparation of Joint Proxy Statement/Prospectus and Registration Statement

    166  

Special Meetings

    168  

Access to Information

    170  

HSR and Other Regulatory Approvals

    170  

Employee Matters

    172  

Indemnification; Directors' and Officers' Insurance

    173  

Transaction Litigation

    174  

Public Announcements

    175  

Advice of Certain Matters

    175  

Reasonable Best Efforts; Notification

    175  

Section 16 Matters

    175  

Stock Exchange Listing and Delistings

    176  

Certain Indebtedness

    176  

Tax Matters

    177  

Takeover Laws

    177  

Obligations of Merger Sub

    177  

Coordination of Quarterly Dividends

    177  

Conditions to the Completion of the Merger

    178  

Termination

    180  

Effect of Termination

    183  

Expenses

    183  

Specific Performance; Remedies

    183  

No Third Party Beneficiaries

    184  

Amendment

    184  

Governing Law

    184  
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER     185  
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS     188  
NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS     193  
COMPARISON OF STOCKHOLDERS' RIGHTS     204  
NO APPRAISAL RIGHTS     217  
SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT/DIRECTORS OF CONOCOPHILLIPS     218  
SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT/DIRECTORS OF CONCHO     220  
VALIDITY OF COMMON STOCK     223  
TAX OPINIONS     224  
EXPERTS     225  
HOUSEHOLDING OF PROXY MATERIALS     226  
FUTURE STOCKHOLDER PROPOSALS     227  
WHERE YOU CAN FIND MORE INFORMATION     229  
Annex A—Agreement and Plan of Merger        
Annex B—Opinion of Goldman Sachs & Co. LLC        
Annex C—Opinion of Credit Suisse Securities (USA) LLC        
Annex D—Opinion of J.P. Morgan Securities LLC        

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETINGS

        The following are answers to certain questions that you may have regarding the ConocoPhillips and Concho special meetings. ConocoPhillips and Concho urge you to read carefully the remainder of this document because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes to, and the documents incorporated by reference in, this document.

Q:    Why am I receiving this joint proxy statement/prospectus?

A:
You are receiving this joint proxy statement/prospectus because ConocoPhillips, Concho and Merger Sub have entered into the merger agreement, pursuant to which, on the terms and subject to the conditions included in the merger agreement, ConocoPhillips has agreed to acquire Concho by means of a merger of Merger Sub with and into Concho (which we refer to as the "merger"), with Concho surviving the merger as a wholly owned subsidiary of ConocoPhillips, and your vote is required in connection with the merger. The merger agreement, which governs the terms of the merger, is attached to this joint proxy statement/prospectus as Annex A.

ConocoPhillips.    The issuance of shares of ConocoPhillips common stock in connection with the merger must be approved by the ConocoPhillips stockholders in accordance with the rules of the New York Stock Exchange (which we refer to as the "NYSE") in order for the merger to be consummated. ConocoPhillips is holding a virtual special meeting of its stockholders (which we refer to as the "ConocoPhillips special meeting") to obtain that approval. Your vote is very important. We encourage you to submit a proxy to have your shares of ConocoPhillips common stock voted as soon as possible.

Concho.    The merger agreement must be adopted by the Concho stockholders in accordance with the General Corporation Law of the State of Delaware (which we refer to as the "DGCL") in order for the merger to be consummated. Concho is holding a virtual special meeting of its stockholders (which we refer to as the "Concho special meeting") to obtain that approval. Concho stockholders will also be asked to vote on a non-binding advisory proposal to approve certain compensation that may be paid or become payable to Concho's named executive officers that is based on or otherwise relates to the merger. Your vote is very important. We encourage you to submit a proxy to have your shares of common stock, par value $0.001 per share, of Concho (which we refer to as "Concho common stock") voted as soon as possible.

Q:    When and where will the special meetings take place?

        

A:
ConocoPhillips.    The ConocoPhillips special meeting will be held virtually via the Internet at 9:00 a.m., Central Time, on January 15, 2021. The ConocoPhillips special meeting will be held solely via live webcast and there will not be a physical meeting location. ConocoPhillips stockholders will be able to attend the ConocoPhillips special meeting online and vote their shares electronically during the meeting by visiting www.virtualshareholdermeeting.com/COP2021SM, which we refer to as the "ConocoPhillips special meeting website."

Concho.    The Concho special meeting will be held virtually via the Internet at 9:00 a.m. Central Time, on January 15, 2021. The Concho special meeting will be held solely via live webcast and there will not be a physical meeting location. Concho stockholders will be able to attend the Concho special meeting online and vote their shares electronically during the meeting by visiting www.virtualshareholdermeeting.com/CXO2021SM, which we refer to as the "Concho special meeting website."

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Q:    What matters will be considered at the special meetings?

A:
ConocoPhillips.    The ConocoPhillips stockholders are being asked to consider and vote on a proposal to approve the issuance of shares of ConocoPhillips common stock in connection with the merger as contemplated by the merger agreement (which we refer to as the "ConocoPhillips issuance proposal").

Concho.    The Concho stockholders are being asked to consider and vote on:

a proposal to adopt the merger agreement (which we refer to as the "merger proposal"); and

a proposal to approve, by a non-binding advisory vote, certain compensation that may be paid or become payable to Concho's named executive officers that is based on or otherwise relates to the merger (which we refer to as the "non-binding compensation advisory proposal").

Q:    Is my vote important?

A:
ConocoPhillips.    Yes. Your vote is very important. The merger cannot be completed unless the ConocoPhillips issuance proposal is approved by the affirmative vote of a majority of shares of ConocoPhillips common stock present via the ConocoPhillips special meeting website or by proxy at the ConocoPhillips special meeting and entitled to vote on the proposal. Only ConocoPhillips stockholders as of the close of business on the record date are entitled to vote at the ConocoPhillips special meeting. The board of directors of ConocoPhillips (which we refer to as the "ConocoPhillips board" or the "ConocoPhillips board of directors") unanimously recommends that such ConocoPhillips stockholders vote "FOR" the approval of the ConocoPhillips issuance proposal.

Concho.    Yes. Your vote is very important. The merger cannot be completed unless the merger proposal is approved by the affirmative vote of a majority of the outstanding shares of Concho common stock entitled to vote on the proposal. Only Concho stockholders as of the close of business on the record date are entitled to vote at the Concho special meeting. The board of directors of Concho (which we refer to as the "Concho board" or the "Concho board of directors") unanimously recommends that such Concho stockholders vote "FOR" the approval of the merger proposal and "FOR" the approval of the non-binding compensation advisory proposal.

Q:
If my shares of ConocoPhillips and/or Concho common stock are held in "street name" by my broker, bank or other nominee, will my broker, bank or other nominee automatically vote those shares for me?

A:
If your shares are held through a broker, bank or other nominee, you are considered the "beneficial holder" of the shares held for you in what is known as "street name." The "record holder" of such shares is your broker, bank or other nominee, and not you. If this is the case, this joint proxy statement/prospectus has been forwarded to you by your broker, bank or other nominee. You must provide the record holder of your shares with instructions on how to vote your shares. Otherwise, your broker, bank or other nominee may not vote your shares on any of the proposals to be considered at the ConocoPhillips special meeting or the Concho special meeting, as applicable. A so called "broker non-vote" will result if your broker, bank or other nominee returns a proxy but does not provide instruction as to how shares should be voted on a particular matter.

    Under the current rules of the NYSE, brokers, banks or other nominees do not have discretionary authority to vote on the ConocoPhillips issuance proposal. Because the only proposal for consideration at the ConocoPhillips special meeting is a non-discretionary proposal, it is not expected that there will be any broker non-votes at the ConocoPhillips special meeting. However, if there are any broker non-votes, they will have no effect on the ConocoPhillips issuance proposal.

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    Under the current rules of the NYSE, brokers, banks or other nominees do not have discretionary authority to vote on any of the proposals at the Concho special meeting. Because the only proposals for consideration at the Concho special meeting are nondiscretionary proposals, it is not expected that there will be any broker non-votes at the Concho special meeting. However, if there are any broker non-votes, they will have (i) the same effect as a vote "AGAINST" the merger proposal and (ii) no effect on the non-binding compensation advisory proposal.

Q:
What ConocoPhillips stockholder vote is required for the approval of the ConocoPhillips issuance proposal?

A:
Approval of the ConocoPhillips issuance proposal requires the affirmative vote of a majority of shares of ConocoPhillips common stock present via the ConocoPhillips special meeting website or by proxy at the ConocoPhillips special meeting and entitled to vote on the proposal. Abstentions will have the same effect as a vote "AGAINST" the proposal, and broker non-votes will have no effect on the outcome of the vote.

Q:
What Concho stockholder vote is required for the approval of the merger proposal and non-binding compensation advisory proposal?

A:
The Concho merger proposal.    Approval of the merger proposal requires the affirmative vote of a majority of the outstanding shares of Concho common stock entitled to vote on the proposal. Abstentions and broker non-votes will have the same effect as a vote "AGAINST" the proposal. Failure to vote on the merger proposal will have the same effect as a vote "AGAINST" the merger proposal.

The Concho non-binding compensation advisory proposal.    Approval of the non-binding compensation advisory proposal requires the affirmative vote of a majority of the shares of Concho common stock present via the Concho special meeting website or by proxy at the Concho special meeting and entitled to vote on the proposal. Abstentions will have the same effect as a vote "AGAINST" the proposal, and broker non-votes will have no effect on the outcome of the vote. As an advisory vote, this proposal is not binding upon Concho or the Concho board or ConocoPhillips or the ConocoPhillips board, and approval of this proposal is not a condition to completion of the merger.

Q:    Who will count the votes?

A:
The votes at the ConocoPhillips special meeting will be counted by an independent inspector of elections appointed by the ConocoPhillips board. The votes at the Concho special meeting will be counted by an independent inspector of elections appointed by the Concho board.

Q:    What will Concho stockholders receive if the merger is completed?

A:
As a result of the merger, each share of Concho common stock issued and outstanding immediately prior to the effective time of the merger (other than any excluded shares and converted shares, as defined in the section entitled "The Merger Agreement—Effect of the Merger on Capital Stock; Merger Consideration," and any Concho restricted stock awards, as defined and discussed in the Question and Answer directly below, not treated as shares of Concho common stock) will be converted into the right to receive 1.46 shares of ConocoPhillips common stock (which we refer to as the "merger consideration"). We refer to such shares of Concho common stock eligible to receive the merger consideration as "eligible shares."

    If you receive the merger consideration and would otherwise be entitled to receive a fractional share of ConocoPhillips common stock, you will receive cash in lieu of such fractional share, and you will not be entitled to dividends, voting rights or any other rights in respect of such fractional

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    share. For additional information regarding the merger consideration, see the sections entitled "The Merger—Consideration to Concho Stockholders" and "The Merger Agreement—Effect of the Merger on Capital Stock; Merger Consideration."

Q:    What will holders of Concho equity awards receive in the merger?

A:
At the effective time of the merger, each outstanding Concho equity award will be treated as a share of Concho common stock, including the right to receive the merger consideration.

Concho Restricted Stock.    At the effective time of the merger, each outstanding award of restricted Concho common stock (which we refer to as the "Concho restricted stock" and other than those awards that fully vest by their terms at the effective time) granted under Concho's 2019 Stock Incentive Plan (which we refer to as the "Concho stock plan") will be converted into an award in respect of the number of shares of restricted common stock of ConocoPhillips equal to the product, rounded to the nearest whole share, of the number of shares of Concho common stock subject to the award multiplied by the exchange ratio. Each outstanding award of Concho restricted stock that fully vests by its terms at the effective time will vest and be converted into the right to receive the merger consideration in respect of each share subject to the award.

Concho Performance Units.    At the effective time of the merger, each outstanding award of Concho performance units (which we refer to as the "Concho performance units" other than those awards that might be granted following October 18, 2020, the date of execution of the merger agreement), will vest and be converted into the right to receive an amount in cash equal to the value of the merger consideration in respect of each share subject to the award. Applicable performance goals for such Concho performance units will be deemed satisfied at two-thirds (2/3) of maximum performance (which is 200% of target) for active employees and any former employee who, as of the effective time of the merger, serves on the Concho board, and based on actual performance for former employees (and, for former employees, the number of shares subject to the award will be prorated to the extent contemplated by the applicable award agreement). Each outstanding Concho performance unit granted after October 18, 2020 will be converted into a time-vesting award in respect of a number of shares of restricted common stock of ConocoPhillips equal to the product, rounded to the nearest whole share, of the target number of shares of Concho common stock subject to the award multiplied by the exchange ratio. The cash value of the merger consideration will be determined based on the volume weighted average price of ConocoPhillips common stock for the five (5) consecutive trading days ending two (2) trading days prior to the closing date as reported by Bloomberg, L.P.

    For additional information regarding the treatment of Concho equity awards, see the section entitled "The Merger Agreement—Treatment of Concho Equity Awards in the Merger."

Q:
What equity stake will Concho stockholders hold in ConocoPhillips immediately following the merger?

A:
Based on the number of issued and outstanding shares of ConocoPhillips and Concho common stock as of December 2, 2020, and the exchange ratio of 1.46 shares of ConocoPhillips common stock for each share of Concho common stock, holders of shares of Concho common stock as of immediately prior to the effective time of the merger would hold, in the aggregate, approximately 21% of the issued and outstanding shares of ConocoPhillips common stock immediately following the effective time of the merger. The exact equity stake of Concho stockholders in ConocoPhillips immediately following the effective time of the merger will depend on the number of shares of ConocoPhillips common stock and Concho common stock issued and outstanding immediately prior to the effective time of the merger, as provided in the section entitled "The Merger Agreement—Effect of the Merger on Capital Stock; Merger Consideration."

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Q:    How do the ConocoPhillips and Concho boards recommend that I vote?

A:
ConocoPhillips.    The ConocoPhillips board unanimously recommends that ConocoPhillips stockholders vote "FOR" the approval of the ConocoPhillips issuance proposal. For additional information regarding how the ConocoPhillips board recommends that ConocoPhillips stockholders vote, see the section entitled "The Merger—Recommendation of the ConocoPhillips Board of Directors and Reasons for the Merger."

    Concho.    The Concho board unanimously recommends that Concho stockholders vote "FOR" the approval of the merger proposal and "FOR" the approval of the non-binding compensation advisory proposal. For additional information regarding how the Concho board recommends that Concho stockholders vote, see the section entitled "The Merger—Recommendation of the Concho Board of Directors and Reasons for the Merger."

Q:    Why are Concho stockholders being asked to vote on executive officer compensation?

A:
The SEC has adopted rules that require Concho to seek a non-binding advisory vote on certain compensation that may be paid or become payable to Concho's named executive officers that is based on or otherwise relates to the merger. Concho urges its stockholders to read the section entitled "The Merger—Interests of Concho Directors and Executive Officers in the Merger."

Q:    Who is entitled to vote at the special meeting?

        

A:
ConocoPhillips special meeting.    The ConocoPhillips board has fixed December 11, 2020 as the record date for the ConocoPhillips special meeting. All holders of record of shares of ConocoPhillips common stock as of the close of business on the record date are entitled to receive notice of, and to vote at, the ConocoPhillips special meeting via the ConocoPhillips special meeting website, provided that those shares remain outstanding on the date of the ConocoPhillips special meeting. As of the record date, there were [            ] shares of ConocoPhillips common stock outstanding. Attendance at the ConocoPhillips special meeting via the ConocoPhillips special meeting website is not required to vote. Instructions on how to vote your shares without virtually attending the ConocoPhillips special meeting are provided in this section below.

Concho special meeting.    The Concho board has fixed December 11, 2020 as the record date for the Concho special meeting. All holders of record of shares of Concho common stock as of the close of business on the record date are entitled to receive notice of, and to vote at, the Concho special meeting via the Concho special meeting website, provided that those shares remain outstanding on the date of the Concho special meeting. As of the record date, there were [            ] shares of Concho common stock outstanding. Attendance at the Concho special meeting via the Concho special meeting website is not required to vote. Instructions on how to vote your shares without virtually attending the Concho special meeting are provided in this section below.

Q:    How many votes do I have?

A:
ConocoPhillips stockholders.    Each ConocoPhillips stockholder of record is entitled to one vote for each share of ConocoPhillips common stock held of record by him or her as of the close of business on the record date.

Concho stockholders.    Each Concho stockholder of record is entitled to one vote for each share of Concho common stock held of record by him or her as of the close of business on the record date.

Q:    What constitutes a quorum for the ConocoPhillips and/or Concho special meetings?

A:
A quorum is the minimum number of stockholders necessary to hold a valid meeting.

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    Quorum for ConocoPhillips special meeting.    The presence at the ConocoPhillips special meeting, via the ConocoPhillips special meeting website or by proxy, of the shares of ConocoPhillips common stock entitled to cast a majority of the votes which could be cast at the ConocoPhillips special meeting by the holders of all the outstanding shares of ConocoPhillips common stock entitled to vote at such meeting constitutes a quorum. If you submit a properly executed proxy card, even if you do not vote for the proposal or vote to "abstain" in respect of the proposal, your shares of ConocoPhillips common stock will be counted for purposes of calculating whether a quorum is present for the transaction of business at the ConocoPhillips special meeting. Broker non-votes will not be treated as present for purposes of determining the presence of a quorum at the ConocoPhillips special meeting.

    Quorum for Concho special meeting.    The presence at the Concho special meeting, via the Concho special meeting website or by proxy, of the holders of a majority of the outstanding shares of Concho common stock entitled to vote at the Concho special meeting constitutes a quorum. If you submit a properly executed proxy card, even if you do not vote for the proposals or vote to "abstain" in respect of the proposals, your shares of Concho common stock will be counted for purposes of calculating whether a quorum is present for the transaction of business at the Concho special meeting. Broker non-votes will not be treated as present for purposes of determining the presence of a quorum at the Concho special meeting.

Q:    What will happen to Concho as a result of the merger?

A:
If the merger is completed, Merger Sub will merge with and into Concho. As a result of the merger, the separate corporate existence of Merger Sub will cease, and Concho will continue as the surviving corporation in the merger and as a wholly owned subsidiary of ConocoPhillips. Furthermore, shares of Concho common stock will be delisted from the NYSE and will no longer be publicly traded.

Q:
I own shares of Concho common stock. What will happen to those shares as a result of the merger?

A:
If the merger is completed, your shares of Concho common stock will be converted into the right to receive the merger consideration. All such shares of Concho common stock, when so converted, will cease to be outstanding and will automatically be cancelled. Each holder of a share of Concho common stock that was outstanding immediately prior to the effective time of the merger will cease to have any rights with respect to shares of Concho common stock except the right to receive the merger consideration, any dividends or distributions made with respect to shares of ConocoPhillips common stock with a record date after the effective time of the merger, and any cash to be paid in lieu of any fractional shares of ConocoPhillips common stock, in each case to be issued or paid upon the exchange of any certificates or book-entry shares of Concho common stock for merger consideration. For additional information, see the sections entitled "The Merger—Consideration to Concho Stockholders" and "The Merger Agreement—Effect of the Merger on Capital Stock; Merger Consideration."

Q:
Where will the ConocoPhillips common stock that Concho stockholders receive in the merger be publicly traded?

A:
Assuming the merger is completed, the shares of ConocoPhillips common stock that Concho stockholders receive in the merger will be listed and traded on the NYSE.

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Q:    What happens if the merger is not completed?

A:
If the merger proposal is not approved by Concho stockholders or if the ConocoPhillips issuance proposal is not approved by ConocoPhillips stockholders or if the merger is not completed for any other reason, Concho stockholders will not receive any merger consideration in connection with the merger, and their shares of Concho common stock will remain outstanding. Concho will remain an independent public company and Concho common stock will continue to be listed and traded on the NYSE. Additionally, if the merger proposal is not approved by Concho stockholders or if the merger is not completed for any other reason, ConocoPhillips will not issue shares of ConocoPhillips common stock to Concho stockholders, regardless of whether the ConocoPhillips issuance proposal is approved. If the merger agreement is terminated under specified circumstances, either Concho or ConocoPhillips (depending on the circumstances) may be required to pay the other party a termination fee, reverse termination fee or other termination-related payment. For a more detailed discussion of the termination-related fees, see "The Merger Agreement—Termination."

Q:    What happens if the non-binding compensation advisory proposal is not approved?

A:
This vote is advisory and non-binding, and the merger is not conditioned or dependent upon the approval of the non-binding compensation advisory proposal. However, Concho and ConocoPhillips value the opinions of Concho stockholders and ConocoPhillips expects to consider the outcome of the vote, along with other relevant factors, when considering future executive compensation, assuming the merger is completed.

Q:
What is a proxy and how can I vote my shares via the ConocoPhillips special meeting website or the Concho special meeting website?

A:
A proxy is a legal designation of another person to vote the stock you own.

ConocoPhillips.    Shares of ConocoPhillips common stock held directly in your name as the stockholder of record as of the close of business on December 11, 2020, the record date, may be voted at the ConocoPhillips special meeting via the ConocoPhillips special meeting website. If you choose to attend the ConocoPhillips special meeting and vote your shares via the ConocoPhillips special meeting website, you will need the 16-digit control number included on your proxy card. If you are a beneficial owner of ConocoPhillips common stock but not the stockholder of record of such shares of ConocoPhillips common stock, you will need to obtain a control number from your broker, bank or other nominee holder of record giving you the right to vote the shares.

Concho.    Shares of Concho common stock held directly in your name as the stockholder of record as of the close of business on December 11, 2020, the record date, may be voted at the Concho special meeting via the Concho special meeting website. If you choose to attend the Concho special meeting and vote your shares via the Concho special meeting website, you will need the 16-digit control number included on your proxy card. If you are a beneficial owner of Concho common stock but not the stockholder of record of such shares of Concho common stock, you will need to obtain a control number from your broker, bank or other nominee holder of record giving you the right to vote the shares.

Q:    How can I vote my shares without attending the special meetings?

        

A:
ConocoPhillips.    If you are a stockholder of record of ConocoPhillips common stock as of the close of business on December 11, 2020, the record date, you can vote by proxy by phone, the Internet or mail by following the instructions provided in the enclosed proxy card. Please note that if you are a beneficial owner, you may vote by submitting voting instructions to your broker, bank or other nominee, or otherwise by following instructions provided by your broker, bank or other

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    nominee. Phone and Internet voting may be available to beneficial owners. Please refer to the vote instruction form provided by your broker, bank or other nominee.

    Concho.    If you are a stockholder of record of Concho common stock as of the close of business on December 11, 2020, the record date, you can vote by proxy by phone, the Internet or mail by following the instructions provided in the enclosed proxy card. Please note that if you are a beneficial owner, you may vote by submitting voting instructions to your broker, bank or other nominee, or otherwise by following instructions provided by your broker, bank or other nominee. Phone and Internet voting may be available to beneficial owners. Please refer to the vote instruction form provided by your broker, bank or other nominee.

Q:
What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A:
ConocoPhillips.    If your shares of ConocoPhillips common stock are registered directly in your name with ConocoPhillips' transfer agent, Computershare Trust Company, N.A. you are considered the stockholder of record with respect to those shares, and access to proxy materials is being provided directly to you. If your shares are held in a stock brokerage account or by a broker, bank or other nominee, then you are considered the beneficial owner of those shares, which are considered to be held in "street name." Access to proxy materials is being provided to you by your broker, bank or other nominee who is considered the stockholder of record with respect to those shares.

Concho.    If your shares of Concho common stock are registered directly in your name with Concho's transfer agent, American Stock Transfer & Trust Company, LLC, you are considered the stockholder of record with respect to those shares, and access to proxy materials is being provided directly to you. If your shares are held in a stock brokerage account or by a broker, bank or other nominee, then you are considered the beneficial owner of those shares, which are considered to be held in "street name." Access to proxy materials is being provided to you by your broker, bank or other nominee who is considered the stockholder of record with respect to those shares.

Q:    What should I do if I receive more than one set of voting materials?

A:
You may receive more than one set of voting materials relating to the ConocoPhillips special meeting and/or the Concho special meeting if you hold shares of both ConocoPhillips and Concho common stock or if you hold shares of ConocoPhillips and/or Concho common stock in "street name" and also directly in your name as a stockholder of record or otherwise or if you hold shares of ConocoPhillips and/or Concho common stock in more than one brokerage account.

Direct holders (stockholders of record).    For shares of ConocoPhillips and/or Concho common stock held directly, complete, sign, date and return each proxy card (or cast your vote by phone or the Internet as provided on each proxy card) or otherwise follow the voting instructions provided in this joint proxy statement/prospectus in order to ensure that all of your shares of ConocoPhillips and/or Concho common stock are voted.

    Shares in "street name."    For shares of ConocoPhillips and/or Concho common stock held in "street name" through a broker, bank or other nominee, follow the instructions provided by your broker, bank or other nominee to vote your shares.

Q:
I hold shares of both ConocoPhillips and Concho common stock. Do I need to vote separately for each company?

A:
Yes. You will need to separately follow the applicable procedures described in this joint proxy statement/prospectus both with respect to the voting of shares of ConocoPhillips common stock and with respect to the voting of shares of Concho common stock in order to effectively vote the shares of common stock you hold in each company.

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Q:
If a stockholder gives a proxy, how will the shares of ConocoPhillips or Concho common stock, as applicable, covered by the proxy be voted?

A:
If you provide a proxy, regardless of whether you provide that proxy by phone, the Internet or completing and returning the applicable enclosed proxy card, the individuals named on the enclosed proxy card will vote your shares of ConocoPhillips common stock or your shares of Concho common stock, as applicable, in the way that you indicate when providing your proxy in respect of the shares of common stock you hold in such company. When completing the phone or Internet processes or the proxy card, you may specify whether your shares of ConocoPhillips or Concho common stock, as applicable, should be voted for or against, or abstain from voting on, all, some or none of the specific items of business to come before the ConocoPhillips special meeting or the Concho special meeting, as applicable.

Q:    How will my shares of common stock be voted if I return a blank proxy?

A:
ConocoPhillips.    If you sign, date and return your proxy and do not indicate how you want your shares of ConocoPhillips common stock to be voted, then your shares of ConocoPhillips common stock will be voted "FOR" the approval of the ConocoPhillips issuance proposal.

Concho.    If you sign, date and return your proxy and do not indicate how you want your shares of Concho common stock to be voted, then your shares of Concho common stock will be voted "FOR" the approval of the merger proposal and "FOR" the approval of the non-binding compensation advisory proposal.

Q:    Can I change my vote after I have submitted my proxy?

A:
ConocoPhillips.    Yes. If you are a stockholder of record of ConocoPhillips common stock as of the close of business on the record date, whether you vote by phone, the Internet or mail, you can change or revoke your proxy before it is voted at the ConocoPhillips special meeting in one of the following ways:

submit a new proxy card bearing a later date;

vote again by phone or the Internet at a later time;

give written notice of your revocation to the ConocoPhillips Corporate Secretary at the following address: ConocoPhillips, P.O. Box 4783, Houston, Texas 77210-4783; or

attend the ConocoPhillips special meeting and vote your shares. Please note that your attendance at the meeting via the ConocoPhillips special meeting website will not alone serve to revoke your proxy; instead, you must vote your shares via the ConocoPhillips special meeting website.

    If you are a beneficial owner of ConocoPhillips common stock as of the close of business on the record date, you must follow the instructions of your broker, bank or other nominee to revoke or change your voting instructions.

    Concho.    Yes. If you are a stockholder of record of Concho common stock as of the close of business on the record date, whether you vote by phone, the Internet or mail, you can change or revoke your proxy before it is voted at the Concho special meeting in one of the following ways:

    submit a new proxy card bearing a later date;

    vote again by phone or the Internet at a later time;

    give written notice of your revocation to the Concho Senior Vice President, General Counsel and Corporate Secretary at One Concho Center, 600 West Illinois Avenue, Midland, Texas 79701; or

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    attend the Concho special meeting and vote your shares. Please note that your attendance at the meeting via the Concho special meeting website will not alone serve to revoke your proxy; instead, you must vote your shares via the Concho special meeting website.

    If you are a beneficial owner of Concho common stock as of the close of business on the record date, you must follow the instructions of your broker, bank or other nominee to revoke or change your voting instructions.

Q:    Where can I find the voting results of the special meetings?

A:
Within four business days following certification of the final voting results, ConocoPhillips and Concho each intend to file the final voting results of its special meeting with the SEC in a Current Report on Form 8-K.

Q:
If I do not favor the merger as a ConocoPhillips and/or Concho stockholder, what are my rights?

A:
ConocoPhillips stockholders.    Under Delaware law, ConocoPhillips stockholders are not entitled to appraisal rights in connection with the issuance of shares of ConocoPhillips common stock as contemplated by the merger agreement. ConocoPhillips stockholders may vote against the ConocoPhillips issuance proposal if they do not favor the merger.

Concho stockholders.    Because shares of Concho common stock are listed on the NYSE and holders of shares of Concho common stock are not required to receive consideration other than shares of ConocoPhillips common stock, which are listed on the NYSE, and cash in lieu of fractional shares in the merger, holders of shares of Concho common stock are not entitled to exercise appraisal rights under Delaware law in connection with the merger. Concho stockholders may vote against the merger proposal if they do not favor the merger.

Q:
Are there any risks that I should consider as a ConocoPhillips and/or Concho stockholder in deciding how to vote?

A:
Yes. You should read and carefully consider the risk factors set forth in the section entitled "Risk Factors" beginning on page 41. You also should read and carefully consider the risk factors of ConocoPhillips and Concho contained in the documents that are incorporated by reference in this joint proxy statement/prospectus.

Q:    What happens if I sell my shares before the special meetings?

A:
ConocoPhillips stockholders.    The record date for ConocoPhillips stockholders entitled to vote at the ConocoPhillips special meeting is earlier than the date of the ConocoPhillips special meeting. If you transfer your shares of ConocoPhillips common stock after the record date but before the ConocoPhillips special meeting, you will, unless special arrangements are made, retain your right to vote at the ConocoPhillips special meeting.

Concho stockholders.    The record date for Concho stockholders entitled to vote at the Concho special meeting is earlier than the date of the Concho special meeting. If you transfer your shares of Concho common stock after the record date but before the Concho special meeting, you will, unless special arrangements are made, retain your right to vote at the Concho special meeting but will have transferred the right to receive the merger consideration to the person to whom you transferred your shares of Concho common stock.

Q:
What are the material U.S. federal income tax consequences of the merger to Concho stockholders?

A:
Concho and ConocoPhillips intend for the merger to qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (which we refer to

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    as the "Code"). It is expected that U.S. holders (as defined in the section entitled "Material U.S. Federal Income Tax Consequences of the Merger") of shares of Concho common stock generally will not recognize any gain or loss for U.S. federal income tax purposes upon receipt of ConocoPhillips common stock in exchange for Concho common stock in the merger, other than gain or loss, if any, with respect to any cash received in lieu of a fractional share of ConocoPhillips common stock. The completion of the merger is not conditioned on the merger qualifying for the intended tax treatment or upon the receipt of an opinion of counsel or Internal Revenue Service (which we refer to as the "IRS") ruling to that effect.

    The material U.S. federal income tax consequences of the merger are discussed in more detail in the section entitled "Material U.S. Federal Income Tax Consequences of the Merger." The discussion of the material U.S. federal income tax consequences contained in this joint proxy statement/prospectus is intended to provide only a general discussion and is not a complete analysis or description of all potential U.S. federal income tax consequences of the merger that may vary with, or are dependent on, individual circumstances. In addition, it does not address the effects of any foreign, state or local tax laws or any U.S. federal tax laws other than U.S. federal income tax laws.

    TAX MATTERS ARE COMPLICATED AND THE TAX CONSEQUENCES OF THE MERGER WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE MERGER TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.

Q:    When is the merger expected to be completed?

A:
ConocoPhillips and Concho are working to complete the merger as quickly as possible. Subject to the satisfaction or waiver of the conditions described in the section entitled "The Merger Agreement—Conditions to the Completion of the Merger," including the approval of the merger proposal by Concho stockholders at the Concho special meeting and the approval of the ConocoPhillips issuance proposal by ConocoPhillips stockholders at the ConocoPhillips special meeting, the transaction is expected to close in the first quarter of 2021. However, neither ConocoPhillips nor Concho can predict the actual date on which the merger will be completed, nor can the parties assure that the merger will be completed, because completion is subject to conditions beyond either company's control. In addition, if the merger is not completed by April 30, 2021, either ConocoPhillips or Concho may choose not to proceed with the merger by terminating the merger agreement.

Q:
If I am a Concho stockholder, how will I receive the merger consideration to which I am entitled?

A:
If you are a holder of certificates that represent eligible shares of Concho common stock (which we refer to as "Concho common stock certificates"), a notice advising you of the effectiveness of the merger and a letter of transmittal and instructions for the surrender of your Concho common stock certificates will be mailed to you as soon as practicable after the effective time of the merger. After receiving proper documentation from you, Computershare Inc. and its wholly owned subsidiary, Computershare Trust Company, N.A. (which we refer to as the "exchange agent"), will send to you (i) a statement reflecting the aggregate whole number of shares of ConocoPhillips common stock (which will be in uncertificated book-entry form) that you have a right to receive pursuant to the merger agreement and (ii) a check in the amount equal to the cash payable in lieu of any fractional shares of ConocoPhillips common stock and dividends and other distributions on the shares of ConocoPhillips common stock issuable to you as merger consideration.

    If you are a holder of book-entry shares representing eligible shares of Concho common stock (which we refer to as "Concho book-entry shares") which are held through the Depository Trust Company (which we refer to as "DTC"), the exchange agent will transmit to DTC or its nominees

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    as soon as reasonably practicable on or after the closing date, the merger consideration, cash in lieu of any fractional shares of ConocoPhillips common stock and any dividends and other distributions on the shares of ConocoPhillips common stock issuable as merger consideration, in each case, that DTC has the right to receive.

    If you are a holder of record of Concho book-entry shares which are not held through DTC, the exchange agent will deliver to you, as soon as practicable after the effective time of the merger, (i) a notice advising you of the effectiveness of the merger, (ii) a statement reflecting the aggregate whole number of shares of ConocoPhillips common stock (which will be in uncertificated book-entry form) that you have a right to receive pursuant to the merger agreement and (iii) a check in the amount equal to the cash payable in lieu of any fractional shares of ConocoPhillips common stock and dividends and other distributions on the shares of ConocoPhillips common stock issuable to you as merger consideration.

    No interest will be paid or accrued on any amount payable for shares of Concho common stock eligible to receive the merger consideration pursuant to the merger agreement.

    For additional information on the exchange of Concho common stock for the merger consideration, see the section entitled "The Merger Agreement—Payment for Securities; Exchange."

Q:
If I am a holder of Concho common stock certificates, do I need to send in my stock certificates at this time to receive the merger consideration?

A:
No. Please DO NOT send your Concho common stock certificates with your proxy card. You should carefully review and follow the instructions set forth in the letter of transmittal, which will be mailed to you, regarding the surrender of your stock certificates.

Q:
If I am a holder of Concho common stock, will the shares of ConocoPhillips common stock issued in the merger receive a dividend?

A:
After the completion of the merger, the shares of ConocoPhillips common stock issued in connection with the merger will carry with them the right to receive the same dividends on shares of ConocoPhillips common stock as all other holders of shares of ConocoPhillips common stock, for any dividend the record date for which occurs after the merger is completed.

Q:    Who will solicit and pay the cost of soliciting proxies?

A:
ConocoPhillips. ConocoPhillips has retained Morrow Sodali LLC (which we refer to as "Morrow Sodali") to assist in the solicitation process. ConocoPhillips will pay Morrow Sodali a fee of approximately $35,000, as well as reasonable and documented out-of-pocket expenses. ConocoPhillips also has agreed to indemnify Morrow Sodali against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).

Concho.    Concho has retained MacKenzie Partners, Inc. (which we refer to as "MacKenzie Partners") to assist in the solicitation process. Concho will pay MacKenzie Partners a fee of approximately $100,000, as well as reasonable and customary documented expenses. Concho also has agreed to indemnify MacKenzie Partners against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).

Q:    What is "householding"?

A:
To reduce the expense of delivering duplicate proxy materials to stockholders who may have more than one account holding ConocoPhillips common stock but who share the same address, ConocoPhillips has adopted a procedure approved by the SEC called "householding." Under this procedure, certain stockholders of record who have the same address and last name will receive

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    only one copy of this joint proxy statement/prospectus until such time as one or more of these stockholders notifies ConocoPhillips that they want to receive separate copies. In addition, the broker, bank or other nominee for any stockholder who is a beneficial owner of ConocoPhillips common stock may deliver only one copy of this joint proxy statement/prospectus to multiple stockholders who share the same address, unless that broker, bank or other nominee has received contrary instructions from one or more of the ConocoPhillips stockholders. This procedure reduces duplicate mailings and saves printing costs and postage fees, as well as natural resources. ConocoPhillips stockholders who participate in householding will continue to have access to and utilize separate proxy voting instructions. Concho has not elected to institute householding.

Q:    What should I do now?

A:
You should read this joint proxy statement/prospectus carefully and in its entirety, including the annexes, and return your completed, signed and dated proxy card by mail in the enclosed postage-paid envelope or submit your voting instructions by phone or the Internet as soon as possible so that your shares of ConocoPhillips and/or Concho common stock will be voted in accordance with your instructions.

Q:
Who can answer my questions about the ConocoPhillips and/or Concho special meeting or the transactions contemplated by the merger agreement?

A:
ConocoPhillips stockholders. If you have any questions about the ConocoPhillips special meeting or the information contained in this joint statement/prospectus or desire additional copies of this joint proxy statement/prospectus or additional proxies, contact ConocoPhillips' proxy solicitor:

LOGO


509 Madison Avenue
New York, New York 10022
Call Toll-Free at (800) 662-5200 (in North America)
or +1 (203) 658-9400 (outside of North America)
E-mail: COP@investor.morrowsodali.com

    Concho stockholders.    If you have questions about the Concho special meeting or the information contained in this joint proxy statement/prospectus, or desire additional copies of this joint proxy statement/prospectus or additional proxies, contact Concho's proxy solicitor:

    LOGO

1407 Broadway, 27th Floor
New York, New York 10018
Email: proxy@mackenziepartners.com
Call Collect: (212) 929-5500
Toll-Free: (800) 322-2885

Q:    Where can I find more information about ConocoPhillips, Concho and the merger?

A:
You can find out more information about ConocoPhillips, Concho and the merger by reading this joint proxy statement/prospectus and, with respect to ConocoPhillips and Concho, from various sources described in the section entitled "Where You Can Find More Information."

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SUMMARY

        This summary highlights selected information included in this joint proxy statement/prospectus and does not contain all of the information that may be important to you. You should read this joint proxy statement/prospectus and its annexes carefully and in its entirety and the other documents to which ConocoPhillips and Concho refer before you decide how to vote with respect to the proposals to be considered and voted on at the special meeting for your company. In addition, ConocoPhillips and Concho incorporate by reference important business and financial information about ConocoPhillips and Concho into this joint proxy statement/prospectus, as further described in the section entitled "Where You Can Find More Information" beginning on page 229. You may obtain the information incorporated by reference into this joint proxy statement/prospectus without charge by following the instructions in the section entitled "Where You Can Find More Information" beginning on page 229. Each item in this summary includes a page reference directing you to a more complete description of that item in this joint proxy statement/prospectus.

Information About the Companies (page 57)

ConocoPhillips

925 N. Eldridge Parkway
Houston, Texas 77079
Phone: (281) 293-1000

        ConocoPhillips is an independent E&P company with operations and activities in 15 countries. ConocoPhillips' diverse, low cost of supply portfolio includes resource-rich unconventional plays in North America; conventional assets in North America, Europe and Asia; LNG developments; oil sands assets in Canada; and an inventory of global conventional and unconventional exploration prospects. Headquartered in Houston, Texas, as of September 30, 2020, ConocoPhillips employed approximately 9,800 people worldwide and had total assets of $63 billion. ConocoPhillips was incorporated in the State of Delaware on November 16, 2001, in connection with, and in anticipation of, the merger between Conoco Inc. and Phillips Petroleum Company. The merger between Conoco Inc. and Phillips Petroleum Company was consummated on August 30, 2002. On May 1, 2012, ConocoPhillips completed the spinoff of its downstream business, Phillips 66.

Concho Resources Inc.

One Concho Center
600 West Illinois Avenue
Midland, Texas 79701
Phone: (432) 683-7443

        Concho, whose legal name is Concho Resources Inc., was incorporated in Delaware in February 2006. Based in Midland, Texas, Concho is an independent oil and natural gas company engaged in the acquisition, development, exploration and production of oil and natural gas properties. Concho's operations are primarily focused in the Permian Basin of West Texas and Southeast New Mexico. The Permian Basin is one of the most prolific oil and natural gas producing regions in the United States and is characterized by an extensive production history, long reserve life, multiple producing horizons and significant recovery potential. Concho's legacy in the Permian Basin provides it with a deep understanding of operating and geological trends. Concho is actively developing its resource base by utilizing long-lateral wells and multi-well pad locations.

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Falcon Merger Sub Corp.

c/o ConocoPhillips
925 N. Eldridge Parkway
Houston, Texas 77079
Phone: (281) 293-1000

        Merger Sub, whose legal name is Falcon Merger Sub Corp., is a direct, wholly owned subsidiary of ConocoPhillips. Upon the completion of the merger, Merger Sub will cease to exist. Merger Sub was incorporated in Delaware on October 16, 2020 for the sole purpose of effecting the merger.

The Merger and the Merger Agreement (page 140)

        The terms and conditions of the merger are contained in the merger agreement, which is attached to this document as Annex A and is incorporated by reference herein in its entirety. ConocoPhillips and Concho encourage you to read the merger agreement carefully and in its entirety, as it is the legal document that governs the merger.

        The ConocoPhillips board and Concho board each has unanimously approved the merger agreement and the transactions contemplated by the merger agreement. Pursuant to the terms and subject to the conditions included in the merger agreement, ConocoPhillips has agreed to acquire Concho by means of a merger of Merger Sub with and into Concho, with Concho surviving the merger as a wholly owned subsidiary of ConocoPhillips.

Merger Consideration (page 142)

        As a result of the merger, each eligible share of Concho common stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive 1.46 shares of ConocoPhillips common stock (i.e., the merger consideration).

        Concho stockholders will not be entitled to receive any fractional shares of ConocoPhillips common stock in the merger, and no Concho stockholders will be entitled to dividends, voting rights or any other rights in respect of any fractional shares of ConocoPhillips common stock. Concho stockholders that would have otherwise been entitled to receive a fractional share of ConocoPhillips common stock will instead be entitled to receive, in lieu of fractional shares, an amount in cash, without interest, equal to the product of the volume weighted average price of ConocoPhillips common stock for the five consecutive trading days ending two trading days prior to the closing date as reported by Bloomberg, L.P., multiplied by the fraction of a share of ConocoPhillips common stock to which the holder would otherwise be entitled.

Risk Factors (page 41)

        The merger and an investment in ConocoPhillips common stock involve risks, some of which are related to the transactions contemplated by the merger agreement. You should carefully consider the information about these risks set forth under the section entitled "Risk Factors" beginning on page 41, together with the other information included or incorporated by reference in this joint proxy statement/prospectus, particularly the risk factors contained in ConocoPhillips' and Concho's Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. Concho stockholders should carefully consider the risks set out in that section before deciding how to vote with respect to the merger proposal and non-binding compensation advisory proposal to be considered and voted on at the Concho special meeting, and ConocoPhillips stockholders should carefully consider the risks set out in that section before deciding how to vote with respect to the ConocoPhillips issuance proposal to be considered and voted on at the ConocoPhillips special meeting. For additional information, see the section entitled "Where You Can Find More Information" beginning on page 229.

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Treatment of Concho Equity Awards (page 142)

Concho Restricted Stock

        At the effective time of the merger, each outstanding award of shares of Concho restricted stock (other than those awards that fully vest by their terms at the effective time) granted under the Concho stock plan will be converted into an award in respect of the number of shares of restricted common stock of ConocoPhillips equal to the product, rounded to the nearest whole share, of the number of shares of Concho common stock subject to the award multiplied by the exchange ratio. Each outstanding award of Concho restricted stock that fully vests by its terms at the effective time will vest and be converted into the right to receive the merger consideration in respect of each share subject to the award.

Concho Performance Units

        At the effective time of the merger, each outstanding award of shares of Concho performance units (other than those awards that might be granted following October 18, 2020) will vest and be converted into the right to receive an amount in cash equal to the value of the merger consideration in respect of each share subject to the award. Applicable performance goals for such Concho performance units will be deemed satisfied at two-thirds (2/3) of maximum performance (which is 200% of target) for active employees and any former employee who, as of the effective time of the merger, serves on the Concho board, and based on actual performance for former employees (and, for former employees, the number of shares subject to the award will be prorated to the extent contemplated by the applicable award agreement). Each outstanding Concho performance unit granted after October 18, 2020 will be converted into a time-vesting award in respect of a number of shares of restricted common stock of ConocoPhillips equal to the product, rounded to the nearest whole share, of the target number of shares of Concho common stock subject to the award multiplied by the exchange ratio. The cash value of the merger consideration will be determined based on the volume weighted average price of ConocoPhillips common stock for the five (5) consecutive trading days ending two (2) trading days prior to the closing date as reported by Bloomberg, L.P.

Recommendation of the ConocoPhillips Board of Directors and Reasons for the Merger (page 86)

        The ConocoPhillips board unanimously recommends that you vote "FOR" the ConocoPhillips issuance proposal. For the factors considered by the ConocoPhillips board in reaching this decision and additional information on the recommendation of the ConocoPhillips board, see the section entitled "The Merger—Recommendation of the ConocoPhillips Board of Directors and Reasons for the Merger" beginning on page 86.

Recommendation of the Concho Board of Directors and Reasons for the Merger (page 98)

        The Concho board unanimously recommends that you vote "FOR" the merger proposal and "FOR" the non-binding compensation advisory proposal. For the factors considered by the Concho board in reaching this decision and additional information on the recommendation of the Concho board, see the section entitled "The Merger—Recommendation of the Concho Board of Directors and Reasons for the Merger" beginning on page 98.

Opinions of Financial Advisors (pages 90, 103 and 111)

Opinion of Goldman Sachs, ConocoPhillips' financial advisor

        At a meeting of the ConocoPhillips board, Goldman Sachs & Co. LLC (which we refer to as "Goldman Sachs") rendered to the ConocoPhillips board its oral opinion, subsequently confirmed by delivery of a written opinion, dated October 18, 2020, to the ConocoPhillips board, to the effect that,

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as of the date of Goldman Sachs' written opinion, and based upon and subject to the factors and assumptions set forth in Goldman Sachs' written opinion, the exchange ratio pursuant to the merger agreement was fair from a financial point of view to ConocoPhillips.

        The full text of the written opinion of Goldman Sachs, dated October 18, 2020, which sets forth the assumptions made, procedures followed, matters considered, qualifications and limitations on the review undertaken in connection with the opinion, is attached to this joint proxy statement/prospectus as Annex B. The summary of Goldman Sachs' opinion contained in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of Goldman Sachs' written opinion. Goldman Sachs' advisory services and opinion were provided for the information and assistance of the ConocoPhillips board in connection with its consideration of the merger and the opinion does not constitute a recommendation as to how any ConocoPhillips stockholder should vote with respect to the merger or any other matter.

        For additional information, see the section entitled "The Merger—Opinion of Goldman Sachs, ConocoPhillips' Financial Advisor" beginning on page 90 and the full text of the written opinion of Goldman Sachs attached as Annex B to this joint proxy statement/prospectus.

Opinion of Credit Suisse, Concho's financial advisor

        On October 18, 2020, Credit Suisse Securities (USA) LLC (which we refer to as "Credit Suisse") rendered its oral opinion to the Concho board (which was subsequently confirmed in writing by delivery of Credit Suisse's written opinion addressed to the Concho board dated the same date) as to, as of October 18, 2020, the fairness, from a financial point of view, to the holders of Concho common stock of the exchange ratio in the merger pursuant to the merger agreement.

        Credit Suisse's opinion was directed to the Concho board (in its capacity as such), and only addressed the fairness, from a financial point of view, to the holders of Concho common stock of the exchange ratio in the merger pursuant to the merger agreement and did not address any other aspect or implication (financial or otherwise) of the merger. The summary of Credit Suisse's opinion in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of its written opinion, which is included as Annex C to this joint proxy statement/prospectus and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Credit Suisse in preparing its opinion. However, neither Credit Suisse's written opinion nor the summary of its opinion and the related analyses set forth in this joint proxy statement/prospectus are intended to be, and they do not constitute, advice or a recommendation to any stockholder as to how such holder should vote or act on any matter relating to the merger.

        For additional information, see the section entitled "The Merger—Opinion of Credit Suisse, Concho's Financial Advisor" beginning on page 103 and the full text of the written opinion of Credit Suisse attached as Annex C of this joint proxy statement/prospectus.

Opinion of J.P. Morgan, Concho's financial advisor

        At the meeting of the Concho board on October 18, 2020, J.P. Morgan Securities LLC (which we refer to as "J.P. Morgan") rendered its oral opinion to the Concho board (which was subsequently confirmed in writing by delivery of J.P. Morgan's written opinion addressed to the Concho board dated the same date) as to, as of October 18, 2020, the fairness, from a financial point of view, to the holders of Concho common stock of the exchange ratio in the merger pursuant to the merger agreement.

        The full text of the written opinion of J.P. Morgan, dated October 18, 2020, which sets forth the assumptions made, matters considered and limits on the review undertaken, is attached as Annex D to this joint proxy statement/prospectus and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this joint proxy statement/prospectus is qualified in its entirety by

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reference to the full text of such opinion. J.P. Morgan's written opinion was addressed to the Concho board (in its capacity as such) in connection with and for the purposes of its evaluation of the merger, was directed only to the exchange ratio to be paid to the holders of Concho common stock in the merger and did not address any other aspect of the merger. The opinion does not constitute a recommendation to any stockholder of Concho as to how such stockholder should vote with respect to the merger or any other matter.

        For additional information, see the section entitled "The Merger—Opinion of J.P. Morgan, Concho's Financial Advisor" beginning on page 111 and the full text of the written opinion of J.P. Morgan attached as Annex D of this joint proxy statement/prospectus.

Special Meeting of ConocoPhillips Stockholders (page 58)

Date, Time, Place and Purpose of the ConocoPhillips Special Meeting

        The ConocoPhillips special meeting will be held virtually via the Internet on January 15, 2021, at 9:00 a.m., Central Time. In light of ongoing developments related to the COVID-19 (coronavirus) pandemic and to be consistent with ConocoPhillips' SPIRIT values, ConocoPhillips has elected to hold the ConocoPhillips special meeting solely by means of remote communication via the Internet. The ConocoPhillips special meeting will be held solely via live webcast and there will not be a physical meeting location. ConocoPhillips stockholders will be able to attend the ConocoPhillips special meeting online and vote their shares electronically during the meeting by visiting www.virtualshareholdermeeting.com/COP2021SM, which we refer to as the "ConocoPhillips special meeting website."

        The purpose of the ConocoPhillips special meeting is to consider and vote on the ConocoPhillips issuance proposal. Approval of the ConocoPhillips issuance proposal is a condition to the obligation of ConocoPhillips and Concho to complete the merger.

Record Date and Outstanding Shares of ConocoPhillips Common Stock

        Only holders of record of issued and outstanding shares of ConocoPhillips common stock as of the close of business on December 11, 2020, the record date for the ConocoPhillips special meeting, are entitled to notice of, and to vote at, the ConocoPhillips special meeting via the ConocoPhillips special meeting website or any adjournment or postponement of the ConocoPhillips special meeting.

        As of the close of business on the record date, there were [            ] shares of ConocoPhillips common stock issued and outstanding and entitled to vote at the ConocoPhillips special meeting. You may cast one vote for each share of ConocoPhillips common stock that you held as of the close of business on the record date.

        A complete list of ConocoPhillips stockholders entitled to vote at the ConocoPhillips special meeting will be available for inspection at ConocoPhillips' offices in Houston, Texas during ordinary business hours for a period of no less than 10 days before the ConocoPhillips special meeting. If you would like to examine the list of ConocoPhillips stockholders, please contact the ConocoPhillips Corporate Secretary at (281) 293-3030. If ConocoPhillips' headquarters are closed for health and safety reasons related to the COVID-19 (coronavirus) pandemic during such period, the list of ConocoPhillips stockholders will be made available for inspection upon request to the ConocoPhillips Corporate Secretary, subject to the satisfactory verification of stockholder status. The list of ConocoPhillips stockholders entitled to vote at the ConocoPhillips special meeting will also be made available for inspection during the ConocoPhillips special meeting via the ConocoPhillips special meeting website at www.virtualshareholdermeeting.com/COP2021SM.

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Quorum; Abstentions and Broker Non-Votes

        A quorum of ConocoPhillips stockholders is necessary for ConocoPhillips to hold a valid meeting. The presence at the ConocoPhillips special meeting, via the ConocoPhillips special meeting website or by proxy, of the shares of ConocoPhillips common stock entitled to cast a majority of the votes which could be cast at the ConocoPhillips special meeting by the holders of all the outstanding shares of ConocoPhillips common stock entitled to vote at such meeting constitutes a quorum. If you submit a properly executed proxy card, even if you do not vote for the proposal or vote to "abstain" in respect of the proposal, your shares of ConocoPhillips common stock will be counted for purposes of calculating whether a quorum is present for the transaction of business at the ConocoPhillips special meeting.

        ConocoPhillips common stock held in "street name" with respect to which the beneficial owner fails to give voting instructions to the broker, bank or other nominee, and ConocoPhillips common stock with respect to which the beneficial owner otherwise fails to vote, will not be considered present and entitled to vote at the ConocoPhillips special meeting for the purpose of determining the presence of a quorum.

        A broker non-vote will result if your broker, bank or other nominee returns a proxy but does not provide instruction as to how shares should be voted on a particular matter. It is not expected that there will be any broker non-votes at the ConocoPhillips special meeting. However, if there are any broker non-votes, the shares will not be considered present and entitled to vote at the ConocoPhillips special meeting for the purpose of determining the presence of a quorum.

        Executed but unvoted proxies will be voted in accordance with the recommendation of the ConocoPhillips board.

Required Vote to Approve the ConocoPhillips Issuance Proposal

        Approval of the ConocoPhillips issuance proposal requires the affirmative vote of a majority of shares of ConocoPhillips common stock present via the ConocoPhillips special meeting website or by proxy at the ConocoPhillips special meeting and entitled to vote on the proposal. Abstentions will have the same effect as a vote "AGAINST" the proposal, and broker non-votes will have no effect on the outcome of the vote.

        The ConocoPhillips issuance proposal is described in the section entitled "ConocoPhillips Stockholder Proposal" beginning on page 63.

Voting by Directors and Executive Officers

        As of December 2, 2020, ConocoPhillips directors and executive officers, and their affiliates, as a group, owned and were entitled to vote 337,082 shares of ConocoPhillips common stock, or less than 1% of the total outstanding shares of ConocoPhillips common stock as of December 2, 2020.

        ConocoPhillips currently expects that all of its directors and executive officers will vote their shares "FOR" the ConocoPhillips issuance proposal.

Adjournment

        If a quorum is not present or if there are not sufficient votes for the approval of the ConocoPhillips issuance proposal, ConocoPhillips expects that the ConocoPhillips special meeting will be adjourned by the chairman of the ConocoPhillips special meeting to solicit additional proxies in accordance with the merger agreement. At any subsequent reconvening of the ConocoPhillips special meeting, all proxies will be voted in the same manner as the manner in which such proxies would have

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been voted at the original convening of the ConocoPhillips special meeting, except for any proxies that have been validly revoked or withdrawn prior to the subsequent meeting.

Special Meeting of Concho Stockholders (page 64)

Date, Time, Place and Purpose of the Concho Special Meeting

        The Concho special meeting will be held virtually via the Internet on January 15, 2021, at 9:00 a.m., Central Time. In light of ongoing developments related to the COVID-19 (coronavirus) pandemic, the Concho special meeting will be held solely via live webcast and there will not be a physical meeting location. Concho stockholders will be able to attend the Concho special meeting online and vote their shares electronically during the meeting by visiting www.virtualshareholdermeeting.com/CXO2021SM, which we refer to as the "Concho special meeting website."

        The purpose of the Concho special meeting is to consider and vote on the merger proposal and the non-binding compensation advisory proposal. Approval of the merger proposal is a condition to the obligation of Concho and ConocoPhillips to complete the merger. Approval of the non-binding compensation advisory proposal is not a condition to the obligation of either Concho or ConocoPhillips to complete the merger.

Record Date and Outstanding Shares of Concho Common Stock

        Only holders of record of issued and outstanding shares of Concho common stock as of the close of business on December 11, 2020, the record date for the Concho special meeting, are entitled to notice of, and to vote at, the Concho special meeting via the Concho special meeting website or any adjournment or postponement of the Concho special meeting.

        As of the close of business on the record date, there were [            ] shares of Concho common stock issued and outstanding and entitled to vote at the Concho special meeting. You may cast one vote for each share of Concho common stock that you held as of the close of business on the record date.

        A complete list of Concho stockholders entitled to vote at the Concho special meeting will be available for inspection at Concho's principal place of business during regular business hours for a period of no less than 10 days before the Concho special meeting at One Concho Center, 600 West Illinois Avenue, Midland, Texas 79701. If Concho's headquarters are closed for health and safety reasons related to the COVID-19 (coronavirus) pandemic during such period, the list of Concho stockholders will be made available for inspection upon request to Concho's corporate secretary, subject to the satisfactory verification of stockholder status. The list of Concho stockholders entitled to vote at the Concho special meeting will also be made available for inspection during the Concho special meeting via the Concho special meeting website at www.virtualshareholdermeeting.com/CXO2021SM.

Quorum; Abstentions and Broker Non-Votes

        A quorum of Concho stockholders is necessary for Concho to hold a valid meeting. The presence at the Concho special meeting, via the Concho special meeting website or by proxy, of the holders of a majority of the outstanding shares of Concho common stock entitled to vote at the Concho special meeting constitutes a quorum.

        If you submit a properly executed proxy card, even if you do not vote for either proposal or vote to "abstain" in respect of each proposal, your shares of Concho common stock will be counted for purposes of calculating whether a quorum is present for the transaction of business at the Concho special meeting. Concho common stock held in "street name" with respect to which the beneficial

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owner fails to give voting instructions to the broker, bank or other nominee, and Concho common stock with respect to which the beneficial owner otherwise fails to vote, will not be considered present and entitled to vote at the Concho special meeting for the purpose of determining the presence of a quorum.

        A broker non-vote will result if your broker, bank or other nominee returns a proxy but does not provide instruction as to how shares should be voted on a particular matter. It is not expected that there will be any broker non-votes at the Concho special meeting. However, if there are any broker non-votes, the shares will not be considered present and entitled to vote at the Concho special meeting for the purpose of determining the presence of a quorum.

        Executed but unvoted proxies will be voted in accordance with the recommendations of the Concho board.

Required Vote to Approve the Merger Proposal

        Approval of the merger proposal requires the affirmative vote of a majority of the outstanding shares of Concho common stock entitled to vote on the proposal. Abstentions and broker non-votes will have the same effect as a vote "AGAINST" the merger proposal. Failure to vote on the merger proposal will have the same effect as a vote "AGAINST" the merger proposal.

        The merger proposal is described in the section entitled "Concho Proposals" beginning on page 69.

Required Vote to Approve the Non-Binding Compensation Advisory Proposal

        Approval of the non-binding compensation advisory proposal requires the affirmative vote of a majority of the shares of Concho common stock present via the Concho special meeting website or represented by proxy at the Concho special meeting and entitled to vote on the proposal. Abstentions will have the same effect as a vote "AGAINST" the proposal, and broker non-votes will have no effect on the outcome of the vote.

        The non-binding compensation advisory proposal is described in the section entitled "Concho Proposals" beginning on page 69.

Voting by Directors and Executive Officers

        As of December 2, 2020, Concho directors and executive officers, and their affiliates, as a group, owned and were entitled to vote 1,806,252 shares of Concho common stock, or less than 1% of the total outstanding shares of Concho common stock as of December 2, 2020.

        Concho currently expects that all of its directors and executive officers will vote their shares "FOR" the merger proposal and "FOR" the non-binding compensation advisory proposal.

Adjournment

        If a quorum is not present or if there are not sufficient votes for the approval of the merger proposal, Concho expects that the Concho special meeting will be adjourned by the chairman of the Concho special meeting to solicit additional proxies in accordance with the merger agreement. At any subsequent reconvening of the Concho special meeting, all proxies will be voted in the same manner as the manner in which such proxies would have been voted at the original convening of the Concho special meeting, except for any proxies that have been validly revoked or withdrawn prior to the subsequent meeting.

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Board of Directors and Management of ConocoPhillips Following the Completion of the Merger (page 130)

        Under the terms of the merger agreement, ConocoPhillips has agreed to take all necessary corporate action so that upon and after the effective time of the merger, the size of the ConocoPhillips board is increased by one member, and prior to the completion of the merger, Concho's Chairman and Chief Executive Officer as of the date of the merger agreement (provided he remains in such positions as of immediately prior to the completion of the merger or else a member of the Concho board mutually agreed between Concho and ConocoPhillips) is appointed to the ConocoPhillips board to fill the vacancy on the ConocoPhillips board created by such increase. ConocoPhillips, through the ConocoPhillips board, has agreed to take all necessary action to nominate such new director for election to the ConocoPhillips board in the proxy statement relating to the first annual meeting of the stockholders of ConocoPhillips following the completion of the merger.

        Upon the completion of the merger, the current directors and executive officers of ConocoPhillips are expected to continue in their current positions, other than as may be publicly announced by ConocoPhillips in the normal course and other than as a result of Concho's Chairman and Chief Executive Officer becoming Executive Vice President, Lower 48 of ConocoPhillips, Concho's President becoming President, Permian of ConocoPhillips and Concho's Executive Vice President and Chief Operating Officer becoming Vice President and Chief Commercial Officer of ConocoPhillips, in each case, effective upon the effective time of the merger.

Interests of Concho Directors and Executive Officers in the Merger (page 130)

        In considering the recommendation of the Concho board with respect to the merger proposal and the non-binding compensation advisory proposal, Concho stockholders should be aware that the directors and executive officers of Concho have interests in the merger that may be different from, or in addition to, the interests of Concho stockholders generally. The members of the Concho board were aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement, in approving the merger agreement and in determining to recommend that Concho stockholders approve the merger proposal.

Conditions to the Completion of the Merger (page 178)

        Each party's obligation to complete the merger is subject to the satisfaction or waiver of the following mutual conditions:

    ConocoPhillips Stockholder Approval.  The ConocoPhillips issuance proposal must have been approved in accordance with applicable law and the ConocoPhillips organizational documents, as applicable.

    Concho Stockholder Approval.  The merger proposal must have been approved in accordance with applicable law and the Concho organizational documents, as applicable.

    Regulatory Approval.  Any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (which we refer to as the "HSR Act") applicable to the merger and the other transactions contemplated by the merger agreement must have expired or been terminated.

    No Injunctions or Restraints.  Any governmental entity having jurisdiction over ConocoPhillips, Concho and Merger Sub must not have issued any order, decree, ruling, injunction or other action that is in effect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting the consummation of the merger and any law that makes the consummation of the merger illegal or otherwise prohibited must not have been adopted.

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    Effectiveness of the Registration Statement.  The registration statement, of which this joint proxy statement/prospectus forms a part, must have been declared effective by the SEC under the Securities Act and must not be the subject of any stop order or proceedings seeking a stop order.

    NYSE Listing.  The shares of ConocoPhillips common stock issuable to Concho stockholders pursuant to the merger agreement must have been authorized for listing on the NYSE, upon official notice of issuance.

        The obligations of ConocoPhillips and Merger Sub to complete the merger are subject to the satisfaction or waiver of further conditions, including:

    the accuracy of the representations and warranties of Concho contained in the merger agreement as of October 18, 2020 and as of the closing date (other than representations that by their terms speak specifically as of another date or period of time), subject to the materiality standards provided in the merger agreement;

    Concho having performed and complied with in all material respects all of its obligations under the merger agreement required to be performed or complied with at or prior to the effective time of the merger; and

    ConocoPhillips having received a certificate of Concho signed by an executive officer of Concho, dated as of the closing date, confirming that the conditions set forth in the two bullets directly above have been satisfied.

        The obligation of Concho to complete the merger is subject to the satisfaction or waiver of the following additional conditions:

    the accuracy of the representations and warranties of ConocoPhillips contained in the merger agreement as of October 18, 2020 and as of the closing date (other than representations that by their terms speak specifically as of another date or period of time), subject to the materiality standards provided in the merger agreement;

    ConocoPhillips and Merger Sub having performed and complied with in all material respects all of their respective obligations under the merger agreement required to be performed or complied with by them at or prior to the effective time of the merger; and

    Concho having received a certificate of ConocoPhillips signed by an executive officer of ConocoPhillips, dated as of the closing date, confirming that the conditions in the two bullets directly above have been satisfied.

No Solicitation (page 154)

No Solicitation by ConocoPhillips

        ConocoPhillips has agreed that, from and after October 18, 2020, ConocoPhillips and its officers and directors will, will cause ConocoPhillips' subsidiaries and their respective officers and directors to, and will use their reasonable best efforts to cause the other representatives of ConocoPhillips and its subsidiaries to, immediately cease, and cause to be terminated, any discussion or negotiations ongoing with any person with respect to any inquiry, proposal or offer that constitutes, or would reasonably be expected to lead to, a ConocoPhillips competing proposal (as such term is defined in the section entitled "The Merger Agreement—No Solicitation; Changes of Recommendation—Definitions of Competing Proposals" beginning on page 165).

        ConocoPhillips has also agreed that, from and after October 18, 2020, ConocoPhillips and its officers and directors will not, will cause ConocoPhillips' subsidiaries and their respective officers and

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directors not to, and will use their reasonable best efforts to cause the other representatives of ConocoPhillips and its subsidiaries not to:

    initiate, solicit, propose, knowingly encourage, or knowingly facilitate any inquiry or the making of any proposal or offer that constitutes, or could reasonably be expected to result in, a ConocoPhillips competing proposal;

    engage in, continue or otherwise participate in any discussions with any person with respect to or negotiations with any person with respect to, relating to, or in furtherance of a ConocoPhillips competing proposal or any inquiry, proposal or offer that could reasonably be expected to lead to a ConocoPhillips competing proposal;

    furnish any information regarding ConocoPhillips or its subsidiaries, or access to the properties, assets or employees of ConocoPhillips or its subsidiaries, to any person in connection with or in response to any ConocoPhillips competing proposal or any inquiry, proposal or offer that could reasonably be expected to lead to a ConocoPhillips competing proposal;

    enter into any letter of intent or agreement in principal, or other agreement providing for a ConocoPhillips competing proposal (other than certain confidentiality agreements entered into as permitted by the merger agreement); or

    submit any ConocoPhillips competing proposal to the vote of ConocoPhillips stockholders.

        Notwithstanding the agreements described above, prior to, but not after, the time the ConocoPhillips issuance proposal has been approved by ConocoPhillips stockholders, ConocoPhillips may engage in the second and third bullets directly above with any person if (i) ConocoPhillips receives a bona fide written ConocoPhillips competing proposal from such person that was not solicited at any time following October 18, 2020; and (ii) such ConocoPhillips competing proposal did not arise from a breach of the obligations described directly above and in the section entitled "The Merger Agreement—No Solicitation; Changes of Recommendation—Definitions of Competing Proposals" beginning on page 165; provided, however, that:

    no information that is prohibited from being furnished pursuant to the foregoing obligations may be furnished until ConocoPhillips receives an executed confidentiality agreement, subject to certain conditions;

    any non-public information furnished to any person will have previously been made available to Concho, or is made available to Concho prior to or concurrently with the time such information is made available to such person;

    prior to taking any such actions, the ConocoPhillips board or any committee of the ConocoPhillips board determines in good faith, after consultation with its financial advisors and outside legal counsel, that such ConocoPhillips competing proposal is, or would reasonably be expected to lead to, a ConocoPhillips superior proposal (as defined in the section entitled "The Merger Agreement—No Solicitation; Changes of Recommendation" beginning on page 154); and

    prior to taking any such actions, the ConocoPhillips board determines in good faith after consultation with its outside legal counsel that failure to take such action would be inconsistent with the fiduciary duties owed by the ConocoPhillips board to the stockholders of ConocoPhillips under applicable law.

        Notwithstanding the above restrictions, ConocoPhillips may, in response to an inquiry or proposal from a third party, inform a third party or its representative of the "no solicitation" obligations described above (without conveying, requesting or attempting to gather any other information except as otherwise specifically permitted under the merger agreement).

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No Solicitation by Concho

        Concho has agreed that, from and after October 18, 2020, Concho and its officers and directors will, will cause Concho's subsidiaries and their respective officers and directors to, and will use their reasonable best efforts to cause the other representatives of Concho and its subsidiaries to, immediately cease, and cause to be terminated, any discussion or negotiations ongoing with any third party with respect to any inquiry, proposal or offer that constitutes, or would reasonably be expected to lead to, a Concho competing proposal (as such term is defined in the section entitled "The Merger Agreement—No Solicitation; Changes of Recommendation—Definitions of Competing Proposals" beginning on page 165).

        Concho has also agreed that, from and after October 18, 2020, Concho and its officers and directors will not, will cause Concho's subsidiaries and their respective officers and directors not to, and will use their reasonable best efforts to cause the other representatives of Concho and its subsidiaries not to:

    initiate, solicit, propose, knowingly encourage, or knowingly facilitate any inquiry or the making of any proposal or offer that constitutes, or could reasonably be expected to result in, a Concho competing proposal;

    engage in, continue or otherwise participate in any discussions with any person with respect to or negotiations with any person with respect to, relating to, or in furtherance of a Concho competing proposal or any inquiry, proposal or offer that could reasonably be expected to lead to a Concho competing proposal;

    furnish any information regarding Concho or its subsidiaries, or access to the properties, assets or employees of Concho or its subsidiaries, to any person in connection with or in response to any Concho competing proposal or any inquiry, proposal or offer that could reasonably be expected to lead to a Concho competing proposal;

    enter into any letter of intent or agreement in principal, or other agreement providing for a Concho competing proposal (other than certain confidentiality agreements entered into as permitted by the merger agreement); or

    submit any Concho competing proposal to the vote of Concho stockholders.

        Notwithstanding the agreements described above, prior to, but not after, the time the merger proposal has been approved by Concho stockholders, Concho may engage in the second and third bullets directly above with any person if (i) Concho receives a bona fide written Concho competing proposal from such person that was not solicited at any time following October 18, 2020; and (ii) such Concho competing proposal did not arise from a breach of the obligations described directly above and in the section entitled "The Merger Agreement—No Solicitation; Changes of Recommendation—Definitions of Competing Proposals" beginning on page 165; provided, however, that:

    no information that is prohibited from being furnished pursuant to the foregoing obligations may be furnished until Concho receives an executed confidentiality agreement, subject to certain conditions;

    any non-public information furnished to any person will have previously been made available to ConocoPhillips or is made available to ConocoPhillips prior to or concurrently with the time such information is made available to such person;

    prior to taking any such actions, the Concho board or any committee of the Concho board determines in good faith, after consultation with its financial advisors and outside legal counsel, that such Concho competing proposal is, or would reasonably be expected to lead to, a Concho superior proposal (as defined in the section entitled "The Merger Agreement—No Solicitation; Changes of Recommendation" beginning on page 154); and

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    prior to taking any such actions, the Concho board determines in good faith after consultation with its outside legal counsel that failure to take such action would be inconsistent with the fiduciary duties owed by the Concho board to the stockholders of Concho under applicable law.

        Notwithstanding the above restrictions, Concho may, in response to an inquiry or proposal from a third party, inform a third party or its representative of the "no solicitation" obligations described above (without conveying, requesting or attempting to gather any other information except as otherwise specifically permitted under the merger agreement).

Changes of Recommendation (page 154)

ConocoPhillips Restrictions on Changes of Recommendation

        Subject to certain exceptions described below, the ConocoPhillips board may not effect a ConocoPhillips recommendation change (as defined in the section entitled "The Merger Agreement—No Solicitation; Changes of Recommendation—ConocoPhillips: Restrictions on Changes of Recommendation" beginning on page 158).

Concho Restrictions on Changes of Recommendation

        Subject to certain exceptions described below, the Concho board may not effect a Concho recommendation change (as defined in the section entitled "The Merger Agreement—No-Solicitation; Changes of Recommendation—Concho: Restrictions on Changes of Recommendation" beginning on page 159).

ConocoPhillips: Permitted Changes of Recommendation in Connection with a ConocoPhillips Superior Proposal

        Prior to, but not after, the time that the ConocoPhillips issuance proposal has been approved by ConocoPhillips stockholders, in response to a bona fide written ConocoPhillips competing proposal from a third party that was not solicited at any time following October 18, 2020, that is expressly conditioned upon the non-consummation of the transactions contemplated by the merger agreement (including the failure to satisfy any of the closing conditions required by the merger agreement), and did not arise from a breach of the "no solicitation" obligations described above and in the section entitled "The Merger Agreement—No Solicitation; Changes of Recommendation—No Solicitation by ConocoPhillips" beginning on page 153 the ConocoPhillips board may effect a ConocoPhillips recommendation change (but may not terminate the merger agreement) if:

    the ConocoPhillips board determines in good faith, after consultation with its financial advisors and outside legal counsel, that such ConocoPhillips competing proposal is a ConocoPhillips superior proposal and, after consultation with its outside legal counsel, that the failure to effect a ConocoPhillips recommendation change in response to such ConocoPhillips superior proposal would be inconsistent with the fiduciary duties owed by the ConocoPhillips board to the stockholders of ConocoPhillips under applicable law; and

    ConocoPhillips provides Concho written notice of such proposed action and the basis of such proposed action three business days in advance and complies with certain obligations, each as described in the section entitled "The Merger Agreement—No Solicitation; Changes of Recommendation—ConocoPhillips: Permitted Changes of Recommendation in Connection with a ConocoPhillips Superior Proposal" beginning on page 160.

ConocoPhillips: Permitted Changes of Recommendation in Connection with Intervening Events

        Prior to, but not after, the time the ConocoPhillips issuance proposal has been approved by ConocoPhillips stockholders, in response to a ConocoPhillips intervening event (as defined in the

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section entitled "The Merger Agreement—No Solicitation; Changes of Recommendation—ConocoPhillips: Permitted Changes of Recommendation in Connection with Intervening Events" beginning on page 161) that occurs or arises after October 18, 2020 and that did not arise from or in connection with a breach of the merger agreement by ConocoPhillips, ConocoPhillips may effect a ConocoPhillips recommendation change (but may not terminate the merger agreement) if:

    the ConocoPhillips board determines in good faith, after consultation with its financial advisors and outside legal counsel, that a ConocoPhillips intervening event has occurred and, after consultation with its outside legal counsel, that failure to effect a ConocoPhillips recommendation change in response to such ConocoPhillips intervening event would be inconsistent with the fiduciary duties owed by the ConocoPhillips board to the stockholders of ConocoPhillips under applicable law; and

    ConocoPhillips provides Concho written notice of such proposed action and the basis of such proposed action three business days in advance (including a reasonably detailed description of the facts and circumstances of the ConocoPhillips intervening event) and complies with certain obligations, each as described in the section entitled "The Merger Agreement—No Solicitation; Changes of Recommendation—ConocoPhillips: Permitted Changes of Recommendation in Connection with Intervening Events" beginning on page 161.

Concho: Permitted Changes of Recommendation in Connection with a Concho Superior Proposal

        Prior to, but not after, the time the merger proposal has been approved by Concho stockholders, in response to a bona fide written Concho competing proposal from a third party that was not solicited at any time following October 18, 2020 and did not arise from a breach of the "no solicitation" obligations described above and in the section entitled "The Merger Agreement—No Solicitation; Changes of Recommendation—No Solicitation by Concho" beginning on page 156, the Concho board may effect a Concho recommendation change (but may not terminate the merger agreement) if:

    the Concho board determines in good faith, after consultation with its financial advisors and outside legal counsel, that such Concho competing proposal is a Concho superior proposal and, after consultation with its outside legal counsel, that the failure to effect a Concho recommendation change in response to such Concho superior proposal would be inconsistent with the fiduciary duties owed by the Concho board to the stockholders of Concho under applicable law; and

    Concho provides ConocoPhillips written notice of such proposed action and the basis of such proposed action three business days in advance and complies with certain obligations, each as described in the section entitled "The Merger Agreement—No Solicitation; Changes of Recommendation—Concho: Permitted Changes of Recommendation in Connection with a Concho Superior Proposal" beginning on page 162.

Concho: Permitted Changes of Recommendation in Connection with Intervening Events

        Prior to, but not after, the time the merger proposal has been approved by Concho stockholders, in response to a Concho intervening event (as defined in the section entitled "The Merger Agreement—No Solicitation; Changes of Recommendation—Concho: Permitted Changes of Recommendation in Connection with Intervening Events" beginning on page 163) that occurs or arises after October 18, 2020 and that did not arise from or in connection with a breach of the merger agreement by Concho, Concho may effect a Concho recommendation change (but may not terminate the merger agreement) if:

    the Concho board determines in good faith, after consultation with its financial advisors and outside legal counsel, that a Concho intervening event has occurred and, after consultation with

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      its outside legal counsel, that failure to effect a Concho recommendation change in response to such Concho intervening event would be inconsistent with the fiduciary duties owed by the Concho board to the stockholders of Concho under applicable law; and

    Concho provides ConocoPhillips written notice of such proposed action and the basis of such proposed action three business days in advance (including a reasonably detailed description of the facts and circumstances of the Concho intervening event) and complies with certain obligations, each as described in the section entitled "The Merger Agreement—No Solicitation; Changes of Recommendation—Concho: Permitted Changes of Recommendation in Connection with Intervening Events" beginning on page 163.

Termination (page 180)

        ConocoPhillips and Concho may terminate the merger agreement and abandon the merger at any time prior to the effective time of the merger by mutual written consent of ConocoPhillips and Concho.

        The merger agreement may also be terminated by either ConocoPhillips or Concho at any time prior to the effective time of the merger in any of the following situations:

    if any governmental entity having jurisdiction over any party has issued any order, decree, ruling or injunction or taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of the merger and such order, decree, ruling or injunction or other action has become final and nonappealable, or if any law has been adopted that permanently makes the consummation of the merger illegal or otherwise permanently prohibited, so long as the terminating party has not breached any material covenant or agreement under the merger agreement that has caused or resulted in such order, decree, ruling or injunction or other action;

    upon an end date termination event (as defined in the section entitled "The Merger Agreement—Termination—Termination Rights" beginning on page 180); or

    upon a Concho stockholder approval termination event or a ConocoPhillips stockholder approval termination event (as each term is defined in the section entitled "The Merger Agreement—Termination—Termination Rights" beginning on page 180).

        In addition, the merger agreement may be terminated by ConocoPhillips:

    if prior to, but not after, the time the merger proposal has been approved by Concho stockholders, the Concho board or a committee of the Concho board has effected a Concho recommendation change;

    upon a Concho breach termination event (as defined in the section entitled "The Merger Agreement—Termination—Termination Rights" beginning on page 180); or

    upon a Concho no solicitation breach termination event (as defined in the section entitled "The Merger Agreement—Termination—Termination Rights" beginning on page 180).

        Further, the merger agreement may be terminated by Concho:

    if prior to, but not after, the time the ConocoPhillips issuance proposal has been approved by ConocoPhillips stockholders, the ConocoPhillips board or a committee of the ConocoPhillips board has effected a ConocoPhillips recommendation change;

    upon a ConocoPhillips breach termination event (as defined in the section entitled "The Merger Agreement—Termination—Termination Rights" beginning on page 180); or

    upon a ConocoPhillips no solicitation breach termination event (as defined in the section entitled "The Merger Agreement—Termination—Termination Rights" beginning on page 180).

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Termination Fees (page 181)

Termination Fees Payable by ConocoPhillips

        The merger agreement requires ConocoPhillips to pay Concho a termination fee of $450 million (which we refer to as the "reverse termination fee") if:

    Concho terminates the merger agreement due to a ConocoPhillips recommendation change or due to a ConocoPhillips no solicitation breach termination event; or

    (i) (A) ConocoPhillips or Concho terminates the merger agreement due to a ConocoPhillips stockholder approval termination event, and on or before the date of any such termination, a ConocoPhillips competing proposal was publicly announced or publicly disclosed and was not publicly withdrawn without qualification at least seven business days prior to the ConocoPhillips special meeting or (B) Concho or ConocoPhillips terminates the merger agreement due to an end date termination event or Concho terminates the merger agreement due to a ConocoPhillips breach termination event and following October 18, 2020 and on or before the date of any such termination, a ConocoPhillips competing proposal was announced, disclosed or otherwise communicated to the ConocoPhillips board and not withdrawn without qualification at least seven business days prior to the date of such termination (however, with respect to the preceding clauses (i)(A) and (i)(B), a ConocoPhillips competing proposal will not be deemed to have been "publicly withdrawn" by any person if, within 12 months of the termination of the merger agreement, ConocoPhillips or any of its subsidiaries have entered into a definitive agreement with respect to, or have consummated, or have approved or recommended to the ConocoPhillips stockholders or otherwise not opposed, in the case of a tender offer or exchange offer, a ConocoPhillips competing proposal made by or on behalf of such person or any of its affiliates), and (ii) within 12 months after the date of such termination, ConocoPhillips enters into a definitive agreement with respect to a ConocoPhillips competing proposal (or publicly approves or recommends to the ConocoPhillips stockholders or otherwise does not oppose, in the case of a tender or exchange offer, a ConocoPhillips competing proposal) or consummates a ConocoPhillips competing proposal. For purposes of this paragraph, any reference in the definition of ConocoPhillips competing proposal to "20%" will be deemed to be a reference to "50%" (other than with respect to any ConocoPhillips competing proposal by any person (or its affiliates) that has made a ConocoPhillips competing proposal meeting the requirements of the preceding clause (i)(A) or (i)(B)) and any ConocoPhillips competing proposal made prior to October 18, 2020 will be deemed to have been made following October 18, 2020 if ConocoPhillips breaches the "no solicitation" obligations described above and in the section entitled "The Merger Agreement—No Solicitation; Changes of Recommendation—No Solicitation by ConocoPhillips" beginning on page 154 with respect to such ConocoPhillips competing proposal.

        In no event will ConocoPhillips be required to pay the reverse termination fee on more than one occasion.

        The merger agreement also requires ConocoPhillips to pay Concho an expense reimbursement fee of $142.5 million (which we refer to as the "Concho expense reimbursement") in the event either ConocoPhillips or Concho terminates the merger agreement due to a ConocoPhillips stockholder approval termination event.

Termination Fees Payable by Concho

        The merger agreement requires Concho to pay ConocoPhillips a termination fee of $300 million (which we refer to as the "termination fee") if:

    ConocoPhillips terminates the merger agreement due to a Concho recommendation change or due to a Concho no solicitation breach termination event; or

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    (i) (A) ConocoPhillips or Concho terminates the merger agreement due to a Concho stockholder approval termination event and on or before the date of any such termination, a Concho competing proposal was publicly announced or publicly disclosed and was not publicly withdrawn without qualification at least seven business days prior to the Concho special meeting or (B) Concho or ConocoPhillips terminates the merger agreement due to an end date termination event or ConocoPhillips terminates the merger agreement due to a Concho breach termination event and following October 18, 2020 and on or before the date of any such termination, a Concho competing proposal has been announced, disclosed or otherwise communicated to the Concho board and not withdrawn without qualification at least seven business days prior to the date of such termination (however, with respect to the preceding clauses (i)(A) and (i)(B), a Concho competing proposal will not be deemed to have been "publicly withdrawn" by any person if, within 12 months of the termination of the merger agreement, Concho or any of its subsidiaries have entered into a definitive agreement with respect to, or have consummated, or have approved or recommended to the Concho stockholders or otherwise have not opposed, in the case of a tender offer or exchange offer, a Concho competing proposal made by or on behalf of such person or any of its affiliates), and (ii) within 12 months after the date of such termination, Concho enters into a definitive agreement with respect to a Concho competing proposal (or publicly approves or recommends to the Concho stockholders or otherwise does not oppose, in the case of a tender or exchange offer, a Concho competing proposal) or consummates a Concho competing proposal. For purposes of this paragraph, any reference in the definition of Concho competing proposal to "20%" will be deemed to be a reference to "50%" (other than with respect to any Concho competing proposal by any person (or its affiliates) that has made a Concho competing proposal meeting the requirements of the preceding clause (i)(A) or (i)(B)) and any Concho competing proposal made prior to October 18, 2020 will be deemed to have been made following October 18, 2020 if Concho breaches the "no solicitation" obligations described above and in the section entitled "The Merger Agreement—No Solicitation; Changes of Recommendation—No Solicitation by Concho" beginning on page 156 with respect to such Concho competing proposal.

        In no event will Concho be required to pay the termination fee on more than one occasion.

        The merger agreement also requires Concho to pay ConocoPhillips an expense reimbursement fee of $95 million (which we refer to as the "ConocoPhillips expense reimbursement") in the event either ConocoPhillips or Concho terminates the merger agreement due to a Concho stockholder approval termination event.

Regulatory Approvals (page 130)

        The completion of the merger is subject to the receipt of antitrust clearance in the United States. Under the HSR Act, and the rules promulgated thereunder, the merger may not be completed until notification and report forms have been filed with the Federal Trade Commission (which we refer to as the "FTC") and the Department of Justice (which we refer to as the "DOJ") and the applicable waiting period (or any extension of such waiting period) has expired or been terminated.

        On October 30, 2020, notification and report forms under the HSR Act were filed by each of ConocoPhillips and Concho with the FTC and the DOJ with respect to the merger. The waiting period with respect to the notification and report forms under the HSR Act expired at 11:59 p.m. Eastern Time on November 30, 2020.

        Neither ConocoPhillips nor Concho is aware of any material governmental approvals or actions that are required for completion of the merger other than as described above. It is presently contemplated that if any such additional material governmental approvals or actions are required, those approvals or actions will be sought.

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        For additional information, see the section entitled "The Merger Agreement—HSR and Other Regulatory Approvals" beginning on page 170.

Specific Performance; Remedies (page 183)

        ConocoPhillips, Concho and Merger Sub have agreed that each will be entitled to an injunction or injunctions, or any other appropriate form of specific performance or equitable relief, to prevent breaches of the merger agreement and to enforce specifically the terms and provisions of the merger agreement.

        Except in the case of fraud or a willful and material breach, the monetary remedies and the specific performance remedies set forth in the merger agreement will be the receiving party's sole and exclusive remedy against the paying party.

No Appraisal Rights (page 217)

        No appraisal rights will be available with respect to the transactions contemplated by the merger agreement.

Material U.S. Federal Income Tax Consequences of the Merger (page 185)

        Concho and ConocoPhillips intend for the merger to qualify as a "reorganization" within the meaning of Section 368(a) of the Code. It is expected that U.S. holders (as defined in the section entitled "Material U.S. Federal Income Tax Consequences of the Merger") of shares of Concho common stock generally will not recognize any gain or loss for U.S. federal income tax purposes upon receipt of ConocoPhillips common stock in exchange for Concho common stock in the merger, other than gain or loss, if any, with respect to any cash received in lieu of a fractional share of ConocoPhillips common stock. The completion of the merger is not conditioned on the merger qualifying for the intended tax treatment or upon the receipt of an opinion of counsel or IRS ruling to that effect.

        The material U.S. federal income tax consequences of the merger are discussed in more detail in the section entitled "Material U.S. Federal Income Tax Consequences of the Merger" beginning on page 185. The discussion of the material U.S. federal income tax consequences contained in this joint proxy statement/prospectus is intended to provide only a general discussion and is not a complete analysis or description of all potential U.S. federal income tax consequences of the merger that may vary with, or are dependent on, individual circumstances. In addition, it does not address the effects of any foreign, state or local tax laws or any U.S. federal tax laws other than U.S. federal income tax laws.

        TAX MATTERS ARE COMPLICATED AND THE TAX CONSEQUENCES OF THE MERGER WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES AS A RESULT OF THE MERGER TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.

Litigation Relating to the Merger (page 139)

        As of December 6, 2020, three lawsuits have been filed in the United States District Court for the District of Delaware and one lawsuit has been filed in the United States District Court for the Eastern District of New York, each in connection with the merger. On November 23, 2020, a purported Concho stockholder filed a complaint naming Concho and the members of the Concho board of directors as defendants. On the same day, a second purported Concho stockholder filed a complaint naming Concho, the members of the Concho board of directors, ConocoPhillips and Merger Sub as defendants. On December 1, 2020, a purported ConocoPhillips stockholder filed a complaint naming ConocoPhillips and the members of the ConocoPhillips board of directors as defendants. On December 4, 2020, a purported Concho stockholder filed a complaint naming Concho and the members

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of the Concho board of directors as defendants. The complaints allege, among other things, that the registration statement on Form S-4 filed by ConocoPhillips on November 18, 2020 relating to the merger fails to disclose certain allegedly material information concerning the transactions contemplated by the merger agreement in violation of Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder. Among other remedies, the plaintiffs seek to enjoin the transactions contemplated by the merger agreement. Each of ConocoPhillips and Concho believes that the allegations in the complaints are without merit. Additional lawsuits arising out of the merger may also be filed in the future.

        For additional information, see the section entitled "Litigation Relating to the Merger" beginning on page 139.

Comparison of Stockholders' Rights (page 204)

        The rights of Concho stockholders who receive shares of ConocoPhillips common stock in the merger will be governed by the Amended and Restated Certificate of Incorporation of ConocoPhillips (which we refer to as the "ConocoPhillips certificate of incorporation") and the Amended and Restated By-Laws of ConocoPhillips (which we refer to as the "ConocoPhillips bylaws"), rather than by the Restated Certificate of Incorporation of Concho (which we refer to as the "Concho certificate of incorporation") and the Fifth Amended and Restated Bylaws of Concho (which we refer to as the "Concho bylaws"). As a result, Concho stockholders will have different rights once they become ConocoPhillips stockholders due to the differences in the organizational documents of Concho and ConocoPhillips. The key differences are described in the section entitled "Comparison of Stockholders' Rights" beginning on page 204.

Listing of ConocoPhillips Common Stock; Delisting and Deregistration of Concho Shares (page 138)

        If the merger is completed, the shares of ConocoPhillips common stock to be issued in the merger will be listed for trading on the NYSE, shares of Concho common stock will be delisted from the NYSE and deregistered under the Exchange Act, and Concho will no longer be required to file periodic reports with the SEC pursuant to the Exchange Act.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF CONOCOPHILLIPS

        The following table presents selected historical consolidated financial data for the periods indicated. The selected historical consolidated financial data as of and for the years ended December 31, 2019, and 2018 and for the year ended December 31, 2017, is derived from ConocoPhillips' audited consolidated financial statements and related notes thereto included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which is incorporated by reference into this joint proxy statement/prospectus. The selected historical consolidated financial data for the nine months ended September 30, 2020, and 2019, and as of September 30, 2020, is derived from ConocoPhillips' unaudited interim consolidated financial statements and related notes thereto contained in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, which is incorporated by reference into this joint proxy statement/prospectus.

        The selected historical consolidated financial data as of December 31, 2017, 2016 and 2015, and for the years ended December 31, 2016 and 2015, is derived from ConocoPhillips' audited consolidated financial statements and related notes thereto for such years, which have not been included or incorporated by reference into this joint proxy statement/prospectus. The selected historical consolidated financial data as of September 30, 2019, is derived from ConocoPhillips' unaudited interim consolidated financial statements and related notes thereto contained in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, which has not been included or incorporated by reference into this joint proxy statement/prospectus.

        In presenting the selected historical consolidated financial data in conformity with GAAP, ConocoPhillips is required to make estimates and assumptions that affect the amounts reported. See "Management's Discussion and Analysis of Financial Condition and Results of Operations," included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2019, and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, which are incorporated by reference into this joint proxy statement/prospectus, for a detailed discussion of the accounting policies that ConocoPhillips believes require subjective and complex judgments that could potentially affect reported results. The unaudited financial statements as of and for the periods described above have been prepared on the same basis as the audited consolidated financial statements incorporated by reference in this joint proxy statement/prospectus and include all normal and recurring adjustments necessary for a fair statement of the information for the periods presented.

        The selected historical consolidated financial data is only a summary and is not necessarily indicative of the future performance of ConocoPhillips, nor does it include the effects of the merger discussed in this joint proxy statement/prospectus. Factors that impact the comparability of the selected historical consolidated financial data is also noted in the following table. This summary should be read together with other information contained in "Management's Discussion and Analysis of Financial Condition and Results of Operations," and the consolidated financial statements and related notes of ConocoPhillips included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, which are

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incorporated by reference into this joint proxy statement/prospectus. For additional information, see the section entitled "Where You Can Find More Information."

 
  As of and for the Nine Months Ended September 30,   As of and for the Year Ended December 31,  
Millions of Dollars Except Per Share Amounts
  2020   2019   2019   2018   2017   2016   2015  

Sales and other operating revenues

  $ 13,293     24,859     32,567     36,417     29,106     23,693     29,564  

Net income (loss)

    (1,883 )   6,514     7,257     6,305     (793 )   (3,559 )   (4,371 )

Net income (loss) attributable to ConocoPhillips

    (1,929 )   6,469     7,189     6,257     (855 )   (3,615 )   (4,428 )

Per common share

                                           

Basic

    (1.79 )   5.75     6.43     5.36     (0.70 )   (2.91 )   (3.58 )

Diluted

    (1.79 )   5.72     6.40     5.32     (0.70 )   (2.91 )   (3.58 )

Total assets

    63,157     70,340     70,514     69,980     73,362     89,772     97,484  

Long-term debt

    14,905     14,799     14,790     14,856     17,128     26,186     23,453  

Cash dividends declared per common share

    1.26     0.92     1.34     1.16     1.06     1.00     2.94  

        In the nine-month period ended September 30, 2020, we disposed of our Australia-West assets for proceeds of $765 million, as well as our Niobrara interests for proceeds of approximately $359 million after customary adjustments. We also recognized a $1.3 billion after-tax unrealized loss on our CVE common shares in the nine-month period ended September 30, 2020, as compared to a $0.5 billion after-tax gain on those shares in the nine-month period of 2019.

        In 2019, we disposed of two ConocoPhillips U.K. subsidiaries for proceeds of $2.2 billion after interest and customary adjustments.

        In 2017, we disposed of assets for consideration of approximately $16 billion, including our 50 percent nonoperated interest in the FCCL Partnership, as well as the majority of our western Canada gas assets, and our interests in the San Juan Basin.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF CONCHO

        The following table presents selected historical consolidated financial data for Concho (i) as of and for the years ended December 31, 2019, 2018, 2017, 2016 and 2015 and (ii) as of and for the nine months ended September 30, 2020 and 2019. The consolidated financial data for each of the years ended December 31, 2019, 2018 and 2017, and as of December 31, 2019 and 2018 have been derived from Concho's selected financial data and audited consolidated financial statements included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which is incorporated by reference herein in its entirety. The selected historical consolidated financial data of Concho for each of the years ended December 31, 2016 and 2015 and as of December 31, 2017, 2016 and 2015 have been derived from Concho's selected financial data and audited consolidated financial statements for such years, which have not been incorporated by reference herein. The selected historical consolidated financial data for the nine months ended September 30, 2020 and 2019 and as of September 30, 2020 have been derived from Concho's unaudited consolidated financial data included in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, which is incorporated by reference herein in its entirety. This selected balance sheet data as of September 30, 2019 has been derived from Concho's unaudited consolidated financial statements as of September 30, 2019, which have not been incorporated by reference herein.

        The information set forth below is only a summary and is not necessarily indicative of the results of future operations of Concho nor does it include the effects of the merger. This summary should be read together with the consolidated financial statements, the related notes and the sections entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Concho's Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, each of which is incorporated by reference

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herein in its entirety. For additional information, see the section titled "Where You Can Find More Information."

 
  As of and for the Nine Months Ended September 30,   As of and for the Years Ended December 31,  
 
  2020(a)   2019   2019(a)   2018   2017   2016(a)   2015  
 
  (in millions, except per share amounts)
 

Statement of operations data:

                                           

Total operating revenues

  $ 2,230   $ 3,346   $ 4,592   $ 4,151   $ 2,586   $ 1,635   $ 1,804  

Total operating costs and expenses

    (13,317 )   (3,775 )   (5,579 )   (1,221 )   (1,515 )   (3,709 )   (1,479 )

Income (loss) from operations

  $ (11,087 ) $ (429 ) $ (987 ) $ 2,930   $ 1,071   $ (2,074 ) $ 325  

Net income (loss)

  $ (9,773 ) $ (234 ) $ (705 ) $ 2,286   $ 956   $ (1,462 ) $ 66  

Earnings per share:

                                           

Basic net income (loss)

  $ (50.04 ) $ (1.18 ) $ (3.55 ) $ 13.28   $ 6.44   $ (10.85 ) $ 0.54  

Diluted net income (loss)

  $ (50.04 ) $ (1.18 ) $ (3.55 ) $ 13.25   $ 6.41   $ (10.85 ) $ 0.54  

Dividends declared per share

  $ 0.60   $ 0.375   $ 0.50   $   $   $   $  

Other financial data:

                                           

Net cash provided by operations

  $ 2,133   $ 2,067   $ 2,836   $ 2,558   $ 1,695   $ 1,384   $ 1,530  

Net cash used in investing activities

  $ (1,397 ) $ (2,020 ) $ (1,993 ) $ (2,216 ) $ (1,719 ) $ (2,225 ) $ (2,602 )

Net cash provided by (used in) financing activities

  $ (404 ) $ (47 ) $ (773 ) $ (342 ) $ (29 ) $ 665   $ 1,301  

Balance sheet data:

                                           

Cash and cash equivalents

  $ 402   $   $ 70   $   $   $ 53   $ 229  

Property and equipment, net

  $ 10,956   $ 21,428   $ 21,327   $ 22,313   $ 13,041   $ 11,302   $ 10,976  

Total assets

  $ 12,537   $ 26,132   $ 24,732   $ 26,294   $ 13,732   $ 12,119   $ 12,642  

Long-term debt

  $ 3,856   $ 4,349   $ 3,955   $ 4,194   $ 2,691   $ 2,741   $ 3,332  

Stockholders' equity

  $ 7,787   $ 18,511   $ 17,782   $ 18,768   $ 8,915   $ 7,623   $ 6,943  

(a)
A non-cash impairment charge of approximately $7.8 billion, $890 million and $1.5 billion is included in income (loss) from operations for the nine months ended September 30, 2020, and years ended December 31, 2019 and December 31, 2016, respectively. In addition, a goodwill impairment charge of approximately $1.9 billion and $282 million is included in income (loss) from operations for the nine months ended September 30, 2020 and year ended December 31, 2019, respectively.

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SUMMARY UNAUDITED PRO FORMA COMBINED FINANCIAL DATA

        The following summary unaudited pro forma combined income statement data for the nine months ended September 30, 2020, and for the year ended December 31, 2019, are presented as if the merger had occurred on January 1, 2019. The summary unaudited pro forma combined balance sheet data is presented as if the merger had occurred on September 30, 2020. The following summary unaudited pro forma combined financial data has been prepared for illustrative purposes only, reflects transaction-related pro forma adjustments, based on available information and certain assumptions that ConocoPhillips believes are reasonable, and is not necessarily indicative of what the combined company's financial condition or results of operations would have been had the merger occurred as of the dates indicated. In addition, the unaudited pro forma combined financial data does not purport to project the future financial condition or results of operations of the combined company.

        Future results may vary significantly from the results reflected because of various factors, including those discussed in the section entitled "Risk Factors" beginning on page 41. The following summary unaudited pro forma combined financial data should be read in conjunction with the section titled "Unaudited Pro Forma Combined Financial Statements" and the related notes thereto included in this joint proxy statement/prospectus.

Millions of Dollars Except Per Share Amounts
  Nine Months
Ended
September 30,
2020
  Year Ended
December 31, 2019
 

Pro Forma Combined Income Statement Data:

             

Sales and other operating revenues

  $ 16,579     36,264  

Net income (loss)

    (11,068 )   7,125  

Net income (loss) attributable to ConocoPhillips

    (11,114 )   7,057  

Per common share

             

Basic

  $ (8.14 )   5.03  

Diluted

    (8.14 )   5.00  

 

Millions of Dollars
  As of
September 30, 2020
 

Pro Forma Combined Balance Sheet Data:

       

Total assets

    78,212  

Long-term debt

    19,464  

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SUMMARY PRO FORMA COMBINED PROVED RESERVES AND PRODUCTION DATA

        The following tables present the estimated pro forma combined net proved developed and undeveloped reserves as of December 31, 2019, giving effect to the merger as if it had been completed on December 31, 2019. The pro forma production data set forth below gives effect to the merger as if it had been completed on January 1, 2019.

        The following summary pro forma proved reserves and production data has been prepared for illustrative purposes only and is not intended to be a projection of future results of the combined company. Future results may vary significantly from the results reflected because of various factors, including those discussed in the section entitled "Risk Factors" beginning on page 41. The summary pro forma proved reserves and production data should be read in conjunction with the section titled "Unaudited Pro Forma Combined Financial Statements" and the related notes thereto included in this joint proxy statement/prospectus.

 
  As of December 31, 2019  
 
  ConocoPhillips Historical    
   
 
Proved Reserves
  Consolidated
Operations
  Equity
Affiliates
  Total
Company
  Concho
Historical
  Pro Forma Combined
ConocoPhillips
 

Developed and Undeveloped

                               

Crude oil (millions of barrels)

    2,562     73     2,635     619     3,254  

Natural gas liquids (millions of barrels)

    361     39     400         400  

Natural gas (billions of cubic feet)

    7,259     4,421     11,680     2,298     13,978  

Bitumen (millions of barrels)

    282         282         282  

Total proved developed and undeveloped (MMBOE)

    4,414     848     5,262     1,002     6,264  

ConocoPhillips anticipates total proved reserves acquired as part of the merger to be reflected in the Lower 48 geographic area in our supplemental oil and gas disclosures, with a pro forma combined total of 2,449 million barrels of oil equivalent for the Lower 48 geographic area as of December 31, 2019.

 
  As of December 31, 2019  
 
  ConocoPhillips Historical    
   
 
 
  Consolidated
Operations
  Equity
Affiliates
  Total
Company
  Concho
Historical
  Pro Forma Combined
ConocoPhillips
 

Developed

                               

Crude oil (millions of barrels)

    1,809     73     1,882     442     2,324  

Natural gas liquids (millions of barrels)

    211     39     250         250  

Natural gas (billions of cubic feet)

    5,793     3,898     9,691     1,818     11,509  

Bitumen (millions of barrels)

    187         187         187  

Total proved developed (MMBOE)

    3,174     761     3,935     745     4,680  

ConocoPhillips anticipates total proved developed reserves acquired as part of the merger to be reflected in the Lower 48 geographic area in our supplemental oil and gas disclosures, with a pro forma combined total of 1,411 million barrels of oil equivalent for the Lower 48 geographic area as of December 31, 2019.

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  As of December 31, 2019  
 
  ConocoPhillips Historical    
   
 
 
  Consolidated
Operations
  Equity
Affiliates
  Total
Company
  Concho
Historical
  Pro Forma Combined
ConocoPhillips
 

Undeveloped

                               

Crude oil (millions of barrels)

    753         753     177     930  

Natural gas liquids (millions of barrels)

    150         150         150  

Natural gas (billions of cubic feet)

    1,466     523     1,989     480     2,469  

Bitumen (millions of barrels)

    95         95         95  

Total proved undeveloped (MMBOE)

    1,240     87     1,327     257     1,584  

ConocoPhillips anticipates total proved undeveloped reserves acquired as part of the merger to be reflected in the Lower 48 geographic area in our supplemental oil and gas disclosures, with a pro forma combined total of 1,038 million barrels of oil equivalent for the Lower 48 geographic area as of December 31, 2019.

 
  For the Nine Months Ended September 30, 2020  
 
  ConocoPhillips Historical    
   
 
 
  Consolidated
Operations
  Equity
Affiliates
  Total
Company
  Concho
Historical
  Pro Forma Combined
ConocoPhillips
 

Average Net Production

                               

Crude oil (MBD)

    546     13     559     203     762  

Natural gas liquids (MBD)

    97     7     104         104  

Natural gas (MMCFD)

    1,353     1,042     2,395     711     3,106  

Bitumen (MBD)

    50         50         50  

Total Production (MBOED)

    918     194     1,112     322     1,434  

 

 
  For the Year Ended December 31, 2019  
 
  ConocoPhillips Historical    
   
 
 
  Consolidated
Operations
  Equity
Affiliates
  Total
Company
  Concho
Historical
  Pro Forma Combined
ConocoPhillips
 

Average Net Production

                               

Crude Oil (MBD)

    692     13     705     209     914  

Natural gas liquids (MBD)

    107     8     115         115  

Natural gas (MMCFD)

    1,753     1,052     2,805     731     3,536  

Bitumen (MBD)

    60         60         60  

Total Production (MBOED)

    1,152     196     1,348     331     1,679  

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COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA

        The following table presents ConocoPhillips' and Concho's historical and pro forma per share data as of and for the year ended December 31, 2019, and as of and for the nine months ended September 30, 2020. The pro forma per share data as of and for the year ended December 31, 2019, and as of and for the nine months ended September 30, 2020, is presented as if the merger had been completed on January 1, 2019. The information provided in the table below is unaudited.

        Historical per share data of ConocoPhillips for the year ended December 31, 2019, and the nine months ended September 30, 2020, was derived from ConocoPhillips' historical financial statements for the respective periods. Historical per share data of Concho for the year ended December 31, 2019, and the nine months ended September 30, 2020, was derived from Concho's historical financial statements for the respective periods. This information should be read in conjunction with the historical consolidated financial statements and related notes of ConocoPhillips and Concho filed by each with the SEC and incorporated by reference into this joint proxy statement/prospectus, and with the unaudited pro forma combined financial statements included in the section entitled "Unaudited Pro Forma Combined Financial Statements."

        The pro forma data is presented for illustrative purposes only and is not necessarily indicative of the results of operations or the financial condition that would have occurred if the merger had been completed as of the beginning of the period.

 
  As of and for the
Nine Months Ended
September 30, 2020
  As of and for the
Year Ended
December 31, 2019
 

ConocoPhillips Historical

             

Basic net income (loss) attributable to ConocoPhillips per common share

  $ (1.79 )   6.43  

Diluted net income (loss) attributable to ConocoPhillips per common share

    (1.79 )   6.40  

Net book value per common share

    28.70     32.24  

Cash dividends declared per common share

    1.26     1.34  

Concho Historical

             

Basic net income (loss) per common share

  $ (50.04 )   (3.55 )

Diluted net income (loss) per common share

    (50.04 )   (3.55 )

Net book value per common share

    39.67     89.95  

Cash dividends declared per common share

    0.60     0.50  

Pro Forma Combined (Unaudited)

             

Basic net income (loss) attributable to ConocoPhillips per common share

  $ (8.14 )   5.03  

Diluted net income (loss) attributable to ConocoPhillips per common share

    (8.14 )   5.00  

Net book value per common share

    29.55        

Cash dividends declared per common share

    1.26     1.34  

Pro Forma Equivalent (Unaudited)

             

Basic net income (loss) per common share

  $ (11.88 )   7.34  

Diluted net income (loss) per common share

    (11.88 )   7.31  

Net book value per common share

    43.15        

Cash dividends declared per common share

    1.84     1.96  

Pro forma combined net book value per common share and pro forma equivalent net book value per common share as of December 31, 2019, are not meaningful as the estimated pro forma adjustments were calculated as of September 30, 2020.

Pro forma equivalent per common share amounts were determined using the pro forma combined per common share data multiplied by 1.46 (the exchange ratio).

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RISK FACTORS

        In addition to the other information contained in or incorporated by reference herein, including the matters addressed in the section entitled "Cautionary Statement Regarding Forward-Looking Statements," Concho stockholders should carefully consider the following risks before deciding how to vote with respect to the merger proposal and non-binding compensation advisory proposal to be considered and voted on at the Concho special meeting, and ConocoPhillips stockholders should carefully consider the following risks before deciding how to vote with respect to the ConocoPhillips issuance proposal to be considered and voted on at the ConocoPhillips special meeting. Concho and ConocoPhillips stockholders should also consider the other information in this joint proxy statement/prospectus and the other documents incorporated by reference herein, particularly the risk factors contained in ConocoPhillips' and Concho's Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. For additional information, see the section entitled "Where You Can Find More Information."

Because the exchange ratio is fixed and because the market price of ConocoPhillips common stock may fluctuate, Concho stockholders cannot be certain of the precise value of any merger consideration they may receive in the merger.

        At the time the merger is completed, each issued and outstanding eligible share of Concho common stock will be converted into the right to receive the merger consideration of 1.46 shares of ConocoPhillips common stock. The exchange ratio for the merger consideration is fixed, and there will be no adjustment to the merger consideration for changes in the market price of ConocoPhillips common stock or Concho common stock prior to the completion of the merger. If the merger is completed, there will be a time lapse between each of the date of this joint proxy statement/prospectus, the dates on which Concho stockholders vote to approve the Concho merger proposal at the Concho special meeting and ConocoPhillips stockholders vote to approve the ConocoPhillips issuance proposal at the ConocoPhillips special meeting, and the date on which Concho stockholders entitled to receive the merger consideration actually receive the merger consideration. The market value of shares of ConocoPhillips common stock may fluctuate during and after these periods as a result of a variety of factors, including general market and economic conditions, changes in ConocoPhillips' businesses, operations and prospects and regulatory considerations. Such factors are difficult to predict and in many cases may be beyond the control of ConocoPhillips and Concho. Consequently, at the time Concho stockholders must decide whether to approve the merger proposal, they will not know the actual market value of any merger consideration they will receive when the merger is completed. The actual value of any merger consideration received by Concho stockholders at the completion of the merger will depend on the market value of the shares of ConocoPhillips common stock at that time. This market value may differ, possibly materially, from the market value of shares of ConocoPhillips common stock at the time the merger agreement was entered into or at any other time. Concho stockholders should obtain current stock quotations for shares of ConocoPhillips common stock before voting their shares of Concho common stock. For additional information about the merger consideration, see the sections entitled "The Merger—Consideration to Concho Stockholders" and "The Merger Agreement—Effect of the Merger on Capital Stock; Merger Consideration."

The market price of ConocoPhillips common stock will continue to fluctuate after the merger.

        Upon completion of the merger, holders of Concho common stock who receive merger consideration will become holders of shares of ConocoPhillips common stock. The market price of ConocoPhillips common stock may fluctuate significantly following completion of the merger and holders of Concho common stock could lose some or all of the value of their investment in ConocoPhillips common stock. In addition, the stock market has experienced significant price and volume fluctuations in recent times which, if they continue to occur, could have a material adverse

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effect on the market for, or liquidity of, the ConocoPhillips common stock, regardless of ConocoPhillips' actual operating performance.

Concho stockholders will have a reduced ownership and voting interest in the combined company after the merger compared to their ownership in Concho and will exercise less influence over management.

        Currently, Concho stockholders have the right to vote in the election of the Concho board and the power to approve or reject any matters requiring stockholder approval under Delaware law and the Concho certificate of incorporation and bylaws. Upon completion of the merger, each Concho stockholder who receives shares of ConocoPhillips common stock in the merger will become a stockholder of ConocoPhillips with a percentage ownership of ConocoPhillips that is smaller than the Concho stockholder's current percentage ownership of Concho. Based on the number of issued and outstanding shares of ConocoPhillips common stock and shares of Concho common stock as of December 2, 2020 and the exchange ratio of 1.46, after the merger Concho stockholders are expected to become owners of approximately 21% of the outstanding shares of ConocoPhillips common stock, without giving effect to any shares of ConocoPhillips common stock held by Concho stockholders prior to the completion of the merger. Even if all former Concho stockholders voted together on all matters presented to ConocoPhillips stockholders from time to time, the former Concho stockholders would exercise significantly less influence over ConocoPhillips after the completion of the merger relative to their influence over Concho prior to the completion of the merger, and thus would have a less significant impact on the approval or rejection of future ConocoPhillips proposals submitted to a stockholder vote.

The merger may not be completed and the merger agreement may be terminated in accordance with its terms.

        The merger is subject to a number of conditions that must be satisfied or waived prior to the completion of the merger, which are described in the section entitled "The Merger Agreement—Conditions to the Completion of the Merger." These conditions to the completion of the merger may not be satisfied or waived in a timely manner or at all, and, accordingly, the merger may be delayed or may not be completed.

        In addition, if the merger is not completed by April 30, 2021, either ConocoPhillips or Concho may choose not to proceed with the merger by terminating the merger agreement, and the parties can mutually decide to terminate the merger agreement at any time, before or after stockholder approval. In addition, ConocoPhillips and Concho may elect to terminate the merger agreement in certain other circumstances as further detailed in the section entitled "The Merger Agreement—Termination."

The merger agreement limits ConocoPhillips' ability and Concho's ability to pursue alternatives to the merger, may discourage certain other companies from making favorable alternative transaction proposals and, in specified circumstances, could require ConocoPhillips or Concho to pay the other party a termination fee.

        The merger agreement contains provisions that may discourage a third party from submitting a ConocoPhillips competing proposal or a Concho competing proposal that might result in greater value to ConocoPhillips' or Concho's respective stockholders than the merger, or may result in a potential acquirer of ConocoPhillips, or a potential competing acquirer of Concho, proposing to pay a lower per share price to acquire ConocoPhillips or Concho, respectively, than it might otherwise have proposed to pay. These provisions include a general prohibition on ConocoPhillips and Concho from soliciting or, subject to certain exceptions relating to the exercise of fiduciary duties by the ConocoPhillips board or the Concho board, entering into discussions with any third party regarding any ConocoPhillips competing proposal or offer for a competing transaction or Concho competing proposal or offer for a competing transaction. Further, even if the ConocoPhillips board or the Concho board withholds, withdraws, qualifies or modifies its recommendation with respect to the ConocoPhillips issuance proposal or the Concho merger proposal, as applicable, unless the merger agreement has been

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terminated in accordance with its terms, each of ConocoPhillips and Concho will still have an obligation to submit the ConocoPhillips issuance proposal and the merger proposal, as applicable, to a vote by its respective stockholders. The merger agreement further provides that under specified circumstances, including after a change of recommendation by either party's board of directors and a subsequent termination of the merger agreement by the other party in accordance with its terms, ConocoPhillips or Concho, as applicable, may be required to pay the other party a cash termination fee. For additional information, see the sections entitled "The Merger Agreement—No Solicitation; Changes of Recommendation" and "The Merger Agreement—Termination."

Failure to complete the merger could negatively impact the price of shares of ConocoPhillips common stock and the price of shares of Concho common stock, as well as ConocoPhillips' and Concho's respective future businesses and financial results.

        The merger agreement contains a number of conditions that must be satisfied or waived prior to the completion of the merger, which are described in the section entitled "The Merger Agreement—Conditions to the Completion of the Merger." There can be no assurance that all of the conditions to the completion of the merger will be so satisfied or waived. If these conditions are not satisfied or waived, ConocoPhillips and Concho will be unable to complete the merger.

        If the merger is not completed for any reason, including the failure to receive the required approvals of the ConocoPhillips and Concho stockholders, ConocoPhillips' and Concho's respective businesses and financial results may be adversely affected, including as follows:

    ConocoPhillips and Concho may experience negative reactions from the financial markets, including negative impacts on the market price of ConocoPhillips common stock and Concho common stock;

    the manner in which industry contacts, business partners and other third parties perceive ConocoPhillips and Concho may be negatively impacted, which in turn could affect ConocoPhillips' and Concho's marketing operations or their ability to compete for new business or obtain renewals in the marketplace more broadly;

    ConocoPhillips and Concho may experience negative reactions from employees; and

    ConocoPhillips and Concho will have expended time and resources that could otherwise have been spent on ConocoPhillips' and Concho's existing businesses and the pursuit of other opportunities that could have been beneficial to each company, and ConocoPhillips' and Concho's ongoing business and financial results may be adversely affected.

        In addition to the above risks, if the merger agreement is terminated and either party's board seeks an alternative transaction, such party's stockholders cannot be certain that such party will be able to find a party willing to engage in a transaction on more attractive terms than the merger. If the merger agreement is terminated under specified circumstances, either ConocoPhillips or Concho may be required to pay the other party a termination fee, reverse termination fee or other termination-related payment. For a description of these circumstances, see the section entitled "The Merger Agreement—Termination."

Required regulatory approvals may not be received, may take longer than expected to be received or may impose conditions that are not presently anticipated or cannot be met.

        Completion of the merger is conditioned upon the approval by the NYSE of the listing of the shares of ConocoPhillips common stock to be issued in the merger upon official notice of issuance and the expiration or termination of the waiting period applicable to the merger under the HSR Act. The waiting period applicable to the merger under the HSR Act expired at 11:59 p.m. Eastern Time on November 30, 2020. Although each party has agreed to use its respective reasonable best efforts to

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obtain the requisite stock exchange approval, there can be no assurance that such approval will be obtained and that the other conditions to completing the merger will be satisfied.

ConocoPhillips and Concho will be subject to business uncertainties while the merger is pending, which could adversely affect their respective businesses.

        Uncertainty about the effect of the merger on employees, industry contacts and business partners may have an adverse effect on ConocoPhillips and Concho. These uncertainties may impair ConocoPhillips' and Concho's ability to attract, retain and motivate key personnel until the merger is completed and for a period of time thereafter and could cause industry contacts, business partners and others that deal with ConocoPhillips and Concho to seek to change their existing business relationships with ConocoPhillips and Concho, respectively. Employee retention at Concho may be particularly challenging during the pendency of the merger, as employees may experience uncertainty about their roles with ConocoPhillips following the merger. In addition, the merger agreement restricts ConocoPhillips and Concho from entering into certain corporate transactions and taking other specified actions without the consent of the other party, and generally requires each party to continue its operations in the ordinary course, until completion of the merger. These restrictions may prevent ConocoPhillips and Concho from pursuing attractive business opportunities that may arise prior to the completion of the merger. For a description of the restrictive covenants to which ConocoPhillips and Concho are subject, see the section entitled "The Merger Agreement—Interim Operations of Concho and ConocoPhillips Pending the Merger."

Directors and executive officers of Concho may have interests in the merger that are different from, or in addition to, the interests of Concho stockholders.

        Directors and executive officers of Concho may have interests in the merger that are different from, or in addition to, the interests of Concho stockholders generally. These interests include, among others, the treatment of outstanding equity and equity-based awards pursuant to the merger agreement, potential severance and other benefits upon a qualifying termination in connection with the merger, ConocoPhillips' agreement to appoint Concho's Chairman and Chief Executive Officer as of the date of the merger agreement (provided he remains in such positions as of immediately prior to the completion of the merger or else a member of the Concho board mutually agreed between Concho and ConocoPhillips) as a director of ConocoPhillips, ConocoPhillips' agreement to employ Concho's Chairman and Chief Executive Officer as Executive Vice President, Lower 48 of ConocoPhillips, Concho's President as President, Permian of ConocoPhillips and Concho's Executive Vice President and Chief Operating Officer as Vice President and Chief Commercial Officer of ConocoPhillips, and rights to ongoing indemnification and insurance coverage. These interests are described in more detail in the section entitled "The Merger—Interests of Concho Directors and Executive Officers in the Merger." The Concho board was aware of and carefully considered the interests of its directors and officers, among other matters, in evaluating the terms and structure, and overseeing the negotiation of the merger, in approving the merger agreement and the transactions contemplated thereby, including the merger, and in making its recommendation that Concho stockholders vote "FOR" approval of the merger proposal and "FOR" approval of the non-binding compensation advisory proposal.

The merger may not be accretive, and may be dilutive, to ConocoPhillips' earnings per share, which may negatively affect the market price of ConocoPhillips common stock.

        Because shares of ConocoPhillips common stock will be issued in the merger, it is possible that, although ConocoPhillips currently expects the merger to be accretive to earnings per share, the merger may be dilutive to ConocoPhillips' earnings per share, which could negatively affect the market price of ConocoPhillips common stock.

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        In connection with the completion of the merger, based on the number of issued and outstanding shares of Concho common stock as of December 2, 2020 and the number of outstanding Concho equity awards currently estimated to be payable in ConocoPhillips common stock following the merger, ConocoPhillips will issue up to approximately 289,132,753 shares of ConocoPhillips common stock. The issuance of these new shares of ConocoPhillips common stock could have the effect of depressing the market price of ConocoPhillips common stock, through dilution of earnings per share or otherwise. Any dilution of, or delay of any accretion to, ConocoPhillips' earnings per share could cause the price of shares of ConocoPhillips common stock to decline or increase at a reduced rate.

ConocoPhillips and Concho will incur significant transaction and merger-related costs in connection with the merger, which may be in excess of those anticipated by ConocoPhillips or Concho.

        Each of ConocoPhillips and Concho has incurred and expect to continue to incur a number of non-recurring costs associated with negotiating and completing the merger, combining the operations of the two companies and achieving desired synergies. These fees and costs have been, and will continue to be, substantial. The substantial majority of non-recurring expenses will consist of transaction costs related to the merger and include, among others, employee retention costs, fees paid to financial, legal and accounting advisors, severance and benefit costs and filing fees.

        ConocoPhillips and Concho will also incur transaction fees and costs related to formulating and implementing integration plans, including facilities and systems consolidation costs and employment-related costs. ConocoPhillips and Concho will continue to assess the magnitude of these costs, and additional unanticipated costs may be incurred in the merger and the integration of the two companies' businesses. Although ConocoPhillips and Concho each expect that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, should allow ConocoPhillips and Concho to offset integration-related costs over time, this net benefit may not be achieved in the near term, or at all. For additional information, see the risk factor entitled "The integration of Concho into ConocoPhillips may not be as successful as anticipated" below.

        The costs described above, as well as other unanticipated costs and expenses, could have a material adverse effect on the financial condition and operating results of ConocoPhillips following the completion of the merger.

        Many of these costs will be borne by ConocoPhillips or Concho even if the merger is not completed.

Lawsuits have been filed against Concho, ConocoPhillips, Merger Sub and the members of the Concho and ConocoPhillips boards in connection with the merger and additional lawsuits may be filed in the future. An adverse ruling in any such lawsuit could result in an injunction preventing the completion of the merger and/or substantial costs to ConocoPhillips and Concho.

        Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into acquisition, merger or other business combination agreements like the merger agreement. Even if such a lawsuit is without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on ConocoPhillips' and Concho's respective liquidity and financial condition.

        As of December 6, 2020, three lawsuits have been filed in the United States District Court for the District of Delaware and one lawsuit has been filed in the United States District Court for the Eastern District of New York, each in connection with the merger. On November 23, 2020, a purported Concho stockholder filed a complaint naming Concho and the members of the Concho board of directors as defendants. On the same day, a second purported Concho stockholder filed a complaint naming Concho, the members of the Concho board of directors, ConocoPhillips and Merger Sub as defendants.

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On December 1, 2020, a purported ConocoPhillips stockholder filed a complaint naming ConocoPhillips and the members of the ConocoPhillips board of directors as defendants. On December 4, 2020, a purported Concho stockholder filed a complaint naming Concho and the members of the Concho board of directors as defendants. The complaints allege, among other things, that the registration statement on Form S-4 filed by ConocoPhillips on November 18, 2020 relating to the merger fails to disclose certain allegedly material information concerning the transactions contemplated by the merger agreement in violation of Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder. Among other remedies, the plaintiffs seek to enjoin the transactions contemplated by the merger agreement. Each of ConocoPhillips and Concho believes that the allegations in the complaints are without merit. Additional lawsuits arising out of the merger may also be filed in the future. See the section entitled "The Merger—Litigation Relating to the Merger" for more information about litigation related to the merger that has been commenced prior to the date of this joint proxy statement/prospectus.

        One of the conditions to the closing of the merger is that no injunction by any governmental entity having jurisdiction over ConocoPhillips, Concho or Merger Sub has been entered and continues to be in effect and no law has been adopted, in either case that prohibits the closing of the merger. Consequently, if a plaintiff is successful in obtaining an injunction prohibiting completion of the merger, that injunction may delay or prevent the merger from being completed within the expected timeframe or at all, which may adversely affect ConocoPhillips' and Concho's respective business, financial position and results of operations.

        Additionally, there can be no assurance that any of the defendants will be successful in the outcome of the lawsuits filed thus far or any potential future lawsuits. The defense or settlement of any lawsuit or claim that remains unresolved at the time the merger is completed may adversely affect ConocoPhillips' or Concho's business, financial condition, results of operations and cash flows.

The opinions of ConocoPhillips' and Concho's respective financial advisors will not reflect changes in circumstances between the signing of the merger agreement and the completion of the merger.

        ConocoPhillips and Concho have received opinions from their respective financial advisors in connection with the signing of the merger agreement, but have not obtained updated opinions from their respective financial advisors as of the date of this joint proxy statement/prospectus. Changes in the operations and prospects of ConocoPhillips or Concho, general market and economic conditions and other factors that may be beyond the control of ConocoPhillips or Concho, and on which ConocoPhillips' and Concho's financial advisors' opinions were based, may significantly alter the value of ConocoPhillips or Concho or the prices of the shares of ConocoPhillips common stock or of the shares of Concho common stock by the time the merger is completed. The opinions do not speak as of the time the merger will be completed or as of any date other than the date of such opinions. Because ConocoPhillips and Concho do not currently anticipate asking their respective financial advisors to update their opinions, the opinions will not address the fairness of the merger consideration or the exchange ratio, as applicable, from a financial point of view at the time the merger is completed. The ConocoPhillips board's recommendation that ConocoPhillips stockholders vote "FOR" approval of the ConocoPhillips issuance proposal and the Concho board's recommendation that Concho stockholders vote "FOR" approval of the merger proposal and the non-binding compensation advisory proposal, however, is made as of the date of this joint proxy statement/prospectus.

        For a description of the opinions that ConocoPhillips and Concho received from their respective financial advisors, see the sections entitled "The Merger—Opinion of Goldman Sachs, ConocoPhillips' Financial Advisor," "The Merger—Opinion of Credit Suisse, Concho's Financial Advisor" and "The Merger—Opinion of J.P. Morgan, Concho's Financial Advisor." A copy of the opinion of Goldman Sachs, ConocoPhillips' financial advisor, is attached as Annex B to this joint proxy statement/prospectus, a copy of the opinion of Credit Suisse, Concho's financial advisor, is attached as Annex C to this joint

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proxy statement/prospectus and a copy of the opinion of J.P. Morgan, Concho's financial advisor, is attached as Annex D to this joint proxy statement/prospectus and each is incorporated by reference herein in its entirety.

Completion of the merger may trigger change in control or other provisions in certain agreements to which Concho is a party.

        The completion of the merger may trigger change in control or other provisions in certain agreements to which Concho is a party. If ConocoPhillips and Concho are unable to negotiate waivers of those provisions, the counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements or seeking monetary damages. Even if ConocoPhillips and Concho are able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to Concho.

The combined company's debt may limit its financial flexibility.

        As of September 30, 2020, ConocoPhillips had approximately $15.387 billion of outstanding indebtedness, consisting of amounts outstanding under its unsubordinated notes and commercial paper program supported by its existing credit facility. As of September 30, 2020, Concho had approximately $3.9 billion of outstanding indebtedness, consisting of amounts outstanding under Concho's 3.750% Senior Notes due 2027, 4.300% of Senior Notes due 2028, 2.400% Senior Notes due 2031, 4.875% Senior Notes due 2047 and 4.850% Senior Notes due 2048 (which we refer to collectively as the "Concho Notes"). ConocoPhillips expects the Concho credit facility to be terminated in connection with consummation of the merger. On December 7, 2020, ConocoPhillips announced that, in connection with the merger, ConocoPhillips has commenced offers to eligible holders to exchange (each, an "Exchange Offer" and collectively, the "Exchange Offers") any and all outstanding Concho Notes for (1) up to $3,900,000,000 aggregate principal amount of new notes issued by ConocoPhillips and fully and unconditionally guaranteed by ConocoPhillips Company and (2) cash. In conjunction with the Exchange Offers, Concho is soliciting consents (each, a "Consent Solicitation" and, collectively, the "Consent Solicitations") to adopt certain proposed amendments (the "Proposed Amendments") to each of the indentures governing the Concho Notes to eliminate certain of the covenants, restrictive provisions, events of default and the requirement for certain Concho subsidiaries to make guarantees in the future from such indentures. For a more detailed discussion of the Exchange Offers and Consent Solicitations, see "The Merger Agreement—Treatment of Indebtedness."

        ConocoPhillips' pro forma indebtedness as of September 30, 2020, assuming consummation of the merger had occurred on such date and the assumption of the Concho Notes and the extinguishment of the Concho credit facility in connection therewith, is approximately $19.952 billion, representing an increase in comparison to ConocoPhillips' indebtedness on a recent historical basis. Any increase in ConocoPhillips' indebtedness could have adverse effects on its financial condition and results of operations, including:

    imposing additional cash requirements on ConocoPhillips in order to support interest payments, which reduces the amount ConocoPhillips has available to fund its operations and other business activities;

    increasing the risk that ConocoPhillips may default on its debt obligations;

    increasing ConocoPhillips' vulnerability to adverse changes in general economic and industry conditions, economic downturns and adverse developments in its business;

    limiting ConocoPhillips' ability to sell assets, engage in strategic transactions or obtain additional financing for working capital, capital expenditures, general corporate and other purposes;

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    limiting ConocoPhillips' flexibility in planning for or reacting to changes in its business and the industry in which it operates; and

    increasing ConocoPhillips' exposure to a rise in interest rates, which will generate greater interest expense to the extent ConocoPhillips does not have applicable interest rate fluctuation hedges.

        The consent of the holders of a majority of the aggregate principal amount of the Concho Notes outstanding of a series will be required in order to effectuate the Proposed Amendments to the corresponding indenture for such series. Notwithstanding the Exchange Offers, in the event the Concho Notes of any series remain outstanding following the merger and the ratings of such series of Concho Notes are reduced below certain thresholds within certain time periods prior to or following the consummation of the merger, and if the Proposed Amendments are not effectuated with respect to such series of Concho Notes, the surviving company could, subject to certain exceptions set forth in the indentures governing such Concho Notes, be required to offer to repurchase such series of Concho Notes at 101% of the aggregate principal amount of such series of Concho Notes outstanding plus any accrued and unpaid interest through the repurchase date.

The unaudited pro forma combined financial information and unaudited forecasted financial information included in this joint proxy statement/prospectus is presented for illustrative purposes only and does not represent the actual financial position or results of operations of the combined company following the completion of the merger. Future results of ConocoPhillips or Concho may differ, possibly materially, from the unaudited pro forma combined financial information and unaudited forecasted financial information presented in this joint proxy statement/prospectus.

        The unaudited pro forma combined financial statements and unaudited forecasted financial information contained in this joint proxy statement/prospectus is presented for illustrative purposes only, contains a variety of adjustments, assumptions and preliminary estimates and does not represent the actual financial position or results of operations of ConocoPhillips and Concho prior to the merger or that of the combined company following the merger for several reasons. Specifically, the unaudited pro forma combined financial statements do not reflect the effect of any potential divestitures that may occur prior to or subsequent to the completion of the merger, integration costs or any changes in ConocoPhillips' debt to capitalization ratio following the completion of the merger. For additional information, see the section entitled "Unaudited Pro Forma Combined Financial Statements." In addition, the merger and post-merger integration process may give rise to unexpected liabilities and costs, including costs associated with the defense and resolution of transaction-related litigation or other claims. Unexpected delays in completing the merger or in connection with the post-merger integration process may significantly increase the related costs and expenses incurred by ConocoPhillips. The actual financial positions and results of operations of ConocoPhillips and Concho prior to the merger and that of the combined company following the merger may be different, possibly materially, from the unaudited pro forma combined financial statements or forecasted financial information included in this joint proxy statement/prospectus. In addition, the assumptions used in preparing the unaudited pro forma combined financial statements and forecasted financial information included in this joint proxy statement/prospectus may not prove to be accurate and may be affected by other factors. Any significant changes in the market price of ConocoPhillips common stock may cause a significant change in the purchase price used for ConocoPhillips' accounting purposes and the unaudited pro forma financial statements contained in this joint proxy statement/prospectus.

The integration of Concho into ConocoPhillips may not be as successful as anticipated.

        The merger involves numerous operational, strategic, financial, accounting, legal, tax and other risks, potential liabilities associated with the acquired businesses, and uncertainties related to design, operation and integration of Concho's internal control over financial reporting. Difficulties in

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integrating Concho into ConocoPhillips may result in Concho performing differently than expected, in operational challenges or in the failure to realize anticipated expense-related efficiencies. ConocoPhillips' and Concho's existing businesses could also be negatively impacted by the merger. Potential difficulties that may be encountered in the integration process include, among other factors:

    the inability to successfully integrate the businesses of Concho into ConocoPhillips in a manner that permits ConocoPhillips to achieve the full revenue and cost savings anticipated from the merger;

    complexities associated with managing the larger, more complex, integrated business;

    not realizing anticipated operating synergies;

    integrating personnel from the two companies and the loss of key employees;

    potential unknown liabilities and unforeseen expenses, delays or regulatory conditions associated with the merger;

    integrating relationships with industry contacts and business partners;

    performance shortfalls at one or both of the companies as a result of the diversion of management's attention caused by completing the merger and integrating Concho's operations into ConocoPhillips; and

    the disruption of, or the loss of momentum in, each company's ongoing business or inconsistencies in standards, controls, procedures and policies.

ConocoPhillips' results may suffer if it does not effectively manage its expanded operations following the merger.

        Following completion of the merger, ConocoPhillips' success will depend, in part, on its ability to manage its expansion, which poses numerous risks and uncertainties, including the need to integrate the operations and business of Concho into its existing business in an efficient and timely manner, to combine systems and management controls and to integrate relationships with industry contacts and business partners.

Even if ConocoPhillips and Concho complete the merger, ConocoPhillips may fail to realize all of the anticipated benefits of the merger.

        The success of the merger will depend, in part, on ConocoPhillips' ability to realize the anticipated benefits and cost savings from combining ConocoPhillips' and Concho's businesses, including operational and other synergies. The anticipated benefits and cost savings of the merger may not be realized fully or at all, may take longer to realize than expected or could have other adverse effects that ConocoPhillips does not currently foresee. Some of the assumptions that ConocoPhillips has made, such as the achievement of operating synergies, may not be realized. The integration process may, for each of ConocoPhillips and Concho, result in the loss of key employees, the disruption of ongoing businesses or inconsistencies in standards, controls, procedures and policies. There could be potential unknown liabilities and unforeseen expenses associated with the merger that were not discovered in the course of performing due diligence.

Uncertainties associated with the merger may cause a loss of management personnel and other key employees, which could adversely affect the future business and operations of the combined company.

        ConocoPhillips and Concho are dependent on the experience and industry knowledge of their officers and other key employees to execute their business plans. Each company's success until the merger and the combined company's success after the merger will depend in part upon the ability of

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ConocoPhillips and Concho to retain key management personnel and other key employees. Current and prospective employees of ConocoPhillips and Concho may experience uncertainty about their roles within the combined company following the merger, which may have an adverse effect on the ability of each of ConocoPhillips and Concho to attract or retain key management and other key personnel. Accordingly, no assurance can be given that the combined company will be able to attract or retain key management personnel and other key employees of ConocoPhillips and Concho to the same extent that ConocoPhillips and Concho have previously been able to attract or retain their own employees.

The market price of ConocoPhillips common stock may decline in the future as a result of the sale of shares of ConocoPhillips common stock held by former Concho stockholders or current ConocoPhillips stockholders.

        Based on the number of shares of Concho common stock outstanding as of December 2, 2020 and the number of outstanding Concho equity awards currently estimated to be payable in ConocoPhillips common stock following the merger, ConocoPhillips expects to issue up to approximately 289,132,753 shares of ConocoPhillips common stock to Concho stockholders in the merger. Following their receipt of shares of ConocoPhillips common stock as merger consideration in the merger, former Concho stockholders may seek to sell the shares of ConocoPhillips common stock delivered to them, and the merger agreement contains no restriction on the ability of former Concho stockholders to sell such shares of ConocoPhillips common stock following completion of the merger. Other ConocoPhillips stockholders may also seek to sell shares of ConocoPhillips common stock held by them following, or in anticipation of, completion of the merger. These sales (or the perception that these sales may occur), coupled with the increase in the outstanding number of shares of ConocoPhillips common stock, may affect the market for, and the market price of, ConocoPhillips common stock in an adverse manner.

The combined company may record goodwill and other intangible assets that could become impaired and result in material non-cash charges to the results of operations of the combined company in the future.

        The merger will be accounted for as an acquisition by ConocoPhillips in accordance with accounting principles generally accepted in the United States (which we refer to as "GAAP"). Under the acquisition method of accounting, the assets and liabilities of Concho and its subsidiaries will be recorded, as of completion, at their respective fair values and added to those of ConocoPhillips. The reported financial condition and results of operations of ConocoPhillips for periods after completion of the merger will reflect Concho balances and results after completion of the merger but will not be restated retroactively to reflect the historical financial position or results of operations of Concho and its subsidiaries for periods prior to the merger. For additional information, see the section entitled "Unaudited Pro Forma Combined Financial Statements."

        Under the acquisition method of accounting, the total purchase price will be allocated to Concho's tangible assets and liabilities and identifiable intangible assets based on their fair values as of the date of completion of the merger. The excess of the purchase price over those fair values will be recorded as goodwill. ConocoPhillips and Concho expect that the merger may result in the creation of goodwill based upon the application of the acquisition method of accounting. To the extent goodwill or intangibles are recorded and the values become impaired, the combined company may be required to recognize material non-cash charges relating to such impairment. The combined company's operating results may be significantly impacted from both the impairment and the underlying trends in the business that triggered the impairment.

Shares of ConocoPhillips common stock received by Concho stockholders as a result of the merger will have different rights from shares of Concho common stock.

        Upon completion of the merger, Concho stockholders will no longer be stockholders of Concho, and Concho stockholders who receive merger consideration will become ConocoPhillips stockholders. There will be important differences between the current rights of Concho stockholders and the rights to

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which such stockholders will be entitled as ConocoPhillips stockholders. For a discussion of the different rights associated with shares of ConocoPhillips common stock, see the section entitled "Comparison of Stockholders' Rights."

The exclusive forum provision contained in the ConocoPhillips bylaws could limit its stockholders' ability to obtain a favorable judicial forum for disputes with ConocoPhillips or its directors, officers or other employees.

        The ConocoPhillips bylaws provide that, unless ConocoPhillips consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of ConocoPhillips, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of ConocoPhillips to ConocoPhillips or its stockholders, (iii) any action asserting a claim against ConocoPhillips or any director or officer or other employee of ConocoPhillips arising pursuant to any provision of the DGCL or the ConocoPhillips certificate of incorporate or the ConocoPhillips bylaws or (iv) any action asserting a claim against ConocoPhillips or any director or officer of other employee of ConocoPhillips governed by the internal affairs doctrine shall be a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware).

        To the fullest extent permitted by law, this exclusive forum provision applies to state and federal law claims, including claims under the federal securities laws, including the Securities Act and the Exchange Act, although ConocoPhillips stockholders will not be deemed to have waived ConocoPhillips' compliance with the federal securities laws and the rules and regulations thereunder. The enforceability of similar choice of forum provisions in other companies' bylaws has been challenged in legal proceedings, and it is possible that, in connection with claims arising under federal securities laws or otherwise, a court could find the exclusive forum provision contained in the ConocoPhillips bylaws to be inapplicable or unenforceable.

        This exclusive forum provision may limit the ability of a stockholder, including a former Concho stockholder who becomes a ConocoPhillips stockholder after the merger is completed, to bring a claim in a judicial forum of its choosing for disputes with ConocoPhillips or its directors, officers or other employees, which may discourage lawsuits against ConocoPhillips and its directors, officers and other employees. Alternatively, if a court were to find this exclusive forum provision inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings described above, we may incur additional costs associated with resolving such matters in other jurisdictions, which could negatively affect our business, results of operations and financial condition. In addition, stockholders who do bring a claim in a state or federal court located within the State of Delaware could face additional litigation costs in pursuing any such claim, particularly if they do not reside in or near Delaware. In addition, the court located in the State of Delaware may reach different judgments or results than would other courts, including courts where a stockholder would otherwise choose to bring the action, and such judgments or results may be more favorable to ConocoPhillips than to its stockholders.

The market price of ConocoPhillips common stock may be affected by factors different from those that historically have affected Concho common stock.

        Upon completion of the merger, holders of Concho common stock who receive merger consideration will become holders of ConocoPhillips common stock. The businesses of ConocoPhillips differ from those of Concho in certain respects, and, accordingly, the financial position or results of operations and/or cash flows of ConocoPhillips after the merger, as well as the market price of ConocoPhillips common stock, may be affected by factors different from those currently affecting the financial position or results of operations and/or cash flows of Concho. Following the completion of the merger, Concho will be part of a larger company, so decisions affecting Concho may be made in respect of the larger combined business as a whole rather than the Concho businesses individually. For

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a discussion of the businesses of ConocoPhillips and Concho and of some important factors to consider in connection with those businesses, see the section entitled "Information About the Companies" and the documents incorporated by reference in the section entitled "Where You Can Find More Information," including, in particular, in the sections entitled "Risk Factors" in each of ConocoPhillips' and Concho's Annual Report on Form 10-K for the year ended December 31, 2019 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020.

Following the completion of the merger, ConocoPhillips may incorporate Concho's hedging activities into ConocoPhillips' business, and ConocoPhillips may be exposed to additional commodity price risks arising from such hedges.

        To mitigate its exposure to changes in commodity prices, Concho hedges oil, natural gas and NGL prices from time to time, primarily through the use of certain derivative instruments. If ConocoPhillips assumes existing Concho hedges or hedges that Concho enters into prior to the completion of the merger, ConocoPhillips will bear the economic impact of all of Concho's hedges following the completion of the merger. Actual crude oil, natural gas and NGL prices may differ from the combined company's expectations and, as a result, such hedges may or may not have a negative impact on ConocoPhillips' business.

Risks Relating to ConocoPhillips' Business.

        You should read and consider risk factors specific to ConocoPhillips' businesses that will also affect the combined company after the completion of the merger. These risks are described in Part I, Item 1A of ConocoPhillips' Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and in Part II, Item 1A of ConocoPhillips' Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020, and September 30, 2020, and in other documents that are incorporated by reference herein. For the location of information incorporated by reference in this joint proxy statement/prospectus, see the section entitled "Where You Can Find More Information."

Risks Relating to Concho's Business.

        You should read and consider risk factors specific to Concho's businesses that will also affect the combined company after the completion of the merger. These risks are described in Part I, Item 1A of Concho's Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and in Part II, Item 1A of Concho's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020, and in other documents that are incorporated by reference herein. For the location of information incorporated by reference in this joint proxy statement/prospectus, see the section entitled "Where You Can Find More Information."

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        This joint proxy statement/prospectus, and the documents to which Concho and ConocoPhillips refer you in this joint proxy statement/prospectus, as well as oral statements made or to be made by Concho and ConocoPhillips, include certain "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements relate to future events and anticipated results of operations and business strategies, statements regarding the merger, including the anticipated benefits of the merger, the anticipated impact of the merger on the combined company's business and future financial and operating results, the expected amount and timing of synergies from the merger, and the anticipated closing date for the proposed transaction and other aspects of operations or operating results. All statements, other than statements of historical fact, included in this joint proxy statement/prospectus that address activities, events or developments that ConocoPhillips or Concho expects, believes or anticipates will or may occur in the future are forward-looking statements. Words and phrases such as "anticipate," "estimate," "believe," "budget," "continue," "could," "intend," "may," "plan," "potential," "predict," "seek," "should," "will," "would," "expect," "objective," "projection," "forecast," "goal," "guidance," "outlook," "effort," "target" and other similar words can be used to identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. Where, in any forward-looking statement, ConocoPhillips or Concho expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed to be reasonable at the time such forward-looking statement is made. However, these statements are not guarantees of future performance and involve certain risks, uncertainties and other factors beyond ConocoPhillips' and Concho's control. Therefore, actual outcomes and results may differ materially from what is expressed or forecast in the forward-looking statements. The following important factors and uncertainties, among others, could cause actual results or events to differ materially from those included in this joint proxy statement/prospectus. These include:

    the ability to successfully integrate Concho's businesses and technologies;

    the risk that the expected benefits and synergies of the merger may not be fully achieved in a timely manner, or at all;

    the risk that ConocoPhillips or Concho will be unable to retain and hire key personnel;

    the risk associated with ConocoPhillips' and Concho's ability to obtain the approvals of the respective stockholders required to consummate the merger and the timing of the closing of the merger, including the risk that the conditions to the merger are not satisfied on a timely basis or at all or the failure of the merger to close for any other reason or to close on the anticipated terms, including the anticipated tax treatment;

    the risk that any consent or authorization that may be required for the merger is not obtained or is obtained subject to conditions that are not anticipated;

    unanticipated difficulties or expenditures relating to the merger, the response of business partners and retention as a result of the announcement and pendency of the merger;

    uncertainty as to the long-term value of ConocoPhillips common stock;

    the diversion of management time on merger-related matters;

    the inability to realize anticipated cost savings and capital expenditure reductions;

    the inadequacy of storage capacity for ConocoPhillips and Concho products, and ensuing curtailments, whether voluntary or involuntary, required to mitigate this physical constraint;

    the impact of public health crises, including pandemics (such as COVID-19) and epidemics and any related company or government policies or actions;

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    global and regional changes in the demand, supply, prices, differentials or other market conditions affecting oil and gas, including changes resulting from a public health crisis or from the imposition or lifting of crude oil production quotas or other actions that might be imposed by OPEC and other producing countries and the resulting company or third-party actions in response to such changes;

    fluctuations in crude oil, bitumen, natural gas, LNG and NGLs prices, including a prolonged decline in these prices relative to historical or future expected levels;

    the impact of significant declines in prices for crude oil, bitumen, natural gas, LNG and NGLs, which may result in recognition of impairment charges on ConocoPhillips' or Concho's long-lived assets, leaseholds and nonconsolidated equity investments;

    potential failures or delays in achieving expected reserve or production levels from existing and future oil and gas developments, including due to operating hazards, drilling risks and the inherent uncertainties in predicting reserves and reservoir performance;

    reductions in reserves replacement rates, whether as a result of the significant declines in commodity prices or otherwise;

    unsuccessful exploratory drilling activities or the inability to obtain access to exploratory acreage;

    unexpected changes in costs or technical requirements for constructing, modifying or operating E&P facilities;

    legislative and regulatory initiatives addressing environmental concerns, including initiatives addressing the impact of global climate change or further regulating hydraulic fracturing, methane emissions, flaring or water disposal;

    lack of, or disruptions in, adequate and reliable transportation for ConocoPhillips' or Concho's sales volumes, including crude oil, bitumen, natural gas, LNG and NGLs;

    the inability to timely obtain or maintain permits, including those necessary for construction, drilling and/or development, or inability to make capital expenditures required to maintain compliance with any necessary permits or applicable laws or regulations;

    the failure to complete definitive agreements and feasibility studies for, and to complete construction of, announced and future E&P and LNG development in a timely manner (if at all) or on budget;

    potential disruption or interruption of ConocoPhillips' or Concho's operations due to accidents, extraordinary weather events, civil unrest, political events, war, terrorism, cyber attacks, and information technology failures, constraints or disruptions;

    changes in international monetary conditions and foreign currency exchange rate fluctuations;

    changes in international trade relationships, including the imposition of trade restrictions or tariffs relating to ConocoPhillips' or Concho's sales volumes, including crude oil, bitumen, natural gas, LNG, NGLs and any materials or products (such as aluminum and steel) used in the operation of ConocoPhillips' or Concho's business;

    substantial investment in and development use of, competing or alternative energy sources, including as a result of existing or future environmental rules and regulations;

    liability for remedial actions, including removal and reclamation obligations, under existing and future environmental regulations and litigation;

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    significant operational or investment changes imposed by existing or future environmental statutes and regulations, including international agreements and national or regional legislation and regulatory measures to limit or reduce GHG emissions;

    liability resulting from litigation, including litigation related to the merger, or ConocoPhillips' or Concho's failure to comply with applicable laws and regulations;

    general domestic and international economic and political developments, including armed hostilities; expropriation of assets; changes in governmental policies relating to crude oil, bitumen, natural gas, LNG and NGLs pricing, regulation or taxation; and other political, economic or diplomatic developments;

    volatility in the commodity futures markets;

    changes in tax and other laws, regulations (including alternative energy mandates), or royalty rules applicable to ConocoPhillips' or Concho's business;

    competition and consolidation in the oil and gas E&P industry;

    any limitations on ConocoPhillips' or Concho's access to capital or increase in ConocoPhillips' or Concho's cost of capital, including as a result of illiquidity or uncertainty in domestic or international financial markets;

    ConocoPhillips' or Concho's inability to execute, or delays in the completion, of any asset dispositions or acquisitions ConocoPhillips or Concho elects to pursue;

    potential failure to obtain, or delays in obtaining, any necessary regulatory approvals for pending or future asset dispositions or acquisitions, or that such approvals may require modification to the terms of the transactions or the operation of ConocoPhillips' or Concho's remaining business;

    potential disruption of ConocoPhillips' or Concho's operations as a result of pending or future asset dispositions or acquisitions, including the diversion of management time and attention;

    the inability to deploy the net proceeds from any asset dispositions that are pending or that ConocoPhillips or Concho elects to undertake in the future in the manner and timeframe ConocoPhillips or Concho currently anticipates, if at all;

    the inability to liquidate the common stock issued to ConocoPhillips by Cenovus Energy as part of ConocoPhillips' sale of certain assets in western Canada at prices ConocoPhillips deems acceptable, or at all;

    the operation and financing of ConocoPhillips' or Concho's joint ventures; and

    the ability of ConocoPhillips or Concho customers and other contractual counterparties to satisfy their obligations to ConocoPhillips or Concho, including ConocoPhillips' ability to collect payments when due from the government of Venezuela or PDVSA.

        All of the forward-looking statements ConocoPhillips and Concho make in this joint proxy statement/prospectus are qualified by the information contained or incorporated by reference herein, including the information contained under this heading and the information detailed in ConocoPhillips' Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and ConocoPhillips' Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2020, June 30, 2020 and September 30, 2020, Current Reports on Form 8-K and other filings ConocoPhillips makes with the SEC, which are incorporated herein by reference, and in Concho's Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and Concho's Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2020, June 30, 2020 and September 30, 2020, Current Reports on Form 8-K and other filings Concho makes with the SEC, which are incorporated herein by reference.

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For additional information, see the sections entitled "Risk Factors" and "Where You Can Find More Information" beginning on page 41 and 229, respectively.

        Except as required by law, neither ConocoPhillips nor Concho undertakes or assumes any obligation to update any forward-looking statements, whether as a result of new information or to reflect subsequent events or circumstances or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

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INFORMATION ABOUT THE COMPANIES

ConocoPhillips

925 N. Eldridge Parkway
Houston, Texas 77079
Phone: (281) 293-1000

        ConocoPhillips is an independent E&P company with operations and activities in 15 countries. ConocoPhillips' diverse, low cost of supply portfolio includes resource-rich unconventional plays in North America; conventional assets in North America, Europe and Asia; LNG developments; oil sands assets in Canada; and an inventory of global conventional and unconventional exploration prospects. Headquartered in Houston, Texas, as of September 30, 2020, ConocoPhillips employed approximately 9,800 people worldwide and had total assets of $63 billion. ConocoPhillips was incorporated in the State of Delaware on November 16, 2001, in connection with, and in anticipation of, the merger between Conoco Inc. and Phillips Petroleum Company. The merger between Conoco Inc. and Phillips Petroleum Company was consummated on August 30, 2002. On May 1, 2012, ConocoPhillips completed the spinoff of its downstream business, Phillips 66.

Concho Resources Inc.

One Concho Center
600 West Illinois Avenue
Midland, Texas 79701
Phone: (432) 683-7443

        Concho, whose legal name is Concho Resources Inc., was incorporated in Delaware in February 2006. Based in Midland, Texas, Concho is an independent oil and natural gas company engaged in the acquisition, development, exploration and production of oil and natural gas properties. Concho's operations are primarily focused in the Permian Basin of West Texas and Southeast New Mexico. The Permian Basin is one of the most prolific oil and natural gas producing regions in the United States and is characterized by an extensive production history, long reserve life, multiple producing horizons and significant recovery potential. Concho's legacy in the Permian Basin provides it with a deep understanding of operating and geological trends. Concho is actively developing its resource base by utilizing long-lateral wells and multi-well pad locations.

Falcon Merger Sub Corp.

c/o ConocoPhillips
925 N. Eldridge Parkway
Houston, Texas 77079
Phone: (281) 293-1000

        Merger Sub, whose legal name is Falcon Merger Sub Corp., is a direct, wholly owned subsidiary of ConocoPhillips. Upon the completion of the merger, Merger Sub will cease to exist. Merger Sub was incorporated in Delaware on October 16, 2020 for the sole purpose of effecting the merger.

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SPECIAL MEETING OF CONOCOPHILLIPS STOCKHOLDERS

Date, Time and Place

        The ConocoPhillips special meeting will be held virtually via the Internet on January 15, 2021, at 9:00 a.m., Central Time. In light of ongoing developments related to the COVID-19 (coronavirus) pandemic and to be consistent with ConocoPhillips' SPIRIT values, ConocoPhillips has elected to hold the ConocoPhillips special meeting solely by means of remote communication via the Internet. The ConocoPhillips special meeting will be held solely via live webcast and there will not be a physical meeting location. ConocoPhillips stockholders will be able to attend the ConocoPhillips special meeting online and vote their shares electronically during the meeting by visiting www.virtualshareholdermeeting.com/COP2021SM, which we refer to as the "ConocoPhillips special meeting website." ConocoPhillips stockholders will need the 16-digit control number found on their proxy card in order to access the ConocoPhillips special meeting website.

Purpose of the ConocoPhillips Special Meeting

        The purpose of the ConocoPhillips special meeting is to consider and vote on the ConocoPhillips issuance proposal.

        ConocoPhillips will transact no other business at the ConocoPhillips special meeting.

Recommendation of the ConocoPhillips Board of Directors

        The ConocoPhillips board unanimously recommends that ConocoPhillips stockholders vote "FOR" the approval of the ConocoPhillips issuance proposal.

        For additional information on the recommendation of the ConocoPhillips board, see the section entitled "The Merger—Recommendation of the ConocoPhillips Board of Directors and Reasons for the Merger."

Record Date and Outstanding Shares of ConocoPhillips Common Stock

        Only holders of record of issued and outstanding shares of ConocoPhillips common stock as of the close of business on December 11, 2020, the record date for the ConocoPhillips special meeting, are entitled to notice of, and to vote at, the ConocoPhillips special meeting via the ConocoPhillips special meeting website or any adjournment or postponement of the ConocoPhillips special meeting.

        As of the close of business on the record date, there were [            ] shares of ConocoPhillips common stock issued and outstanding and entitled to vote at the ConocoPhillips special meeting. You may cast one vote for each share of ConocoPhillips common stock that you held as of the close of business on the record date.

        A complete list of ConocoPhillips stockholders entitled to vote at the ConocoPhillips special meeting will be available for inspection at ConocoPhillips' offices in Houston, Texas during ordinary business hours for a period of no less than 10 days before the ConocoPhillips special meeting. If you would like to examine the list of ConocoPhillips stockholders, please contact the ConocoPhillips Corporate Secretary at (281) 293-3030. If ConocoPhillips' headquarters are closed for health and safety reasons related to the COVID-19 (coronavirus) pandemic during such period, the list of ConocoPhillips stockholders will be made available for inspection upon request to the ConocoPhillips Corporate Secretary, subject to the satisfactory verification of stockholder status. The list of ConocoPhillips stockholders entitled to vote at the ConocoPhillips special meeting will also be made available for inspection during the ConocoPhillips special meeting via the ConocoPhillips special meeting website at www.virtualshareholdermeeting.com/COP2021SM.

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Quorum; Abstentions and Broker Non-Votes

        A quorum of ConocoPhillips stockholders is necessary for ConocoPhillips to hold a valid meeting. The presence at the ConocoPhillips special meeting, via the ConocoPhillips special meeting website or by proxy, of the shares of ConocoPhillips common stock entitled to cast a majority of the votes which could be cast at the ConocoPhillips special meeting by the holders of all the outstanding shares of ConocoPhillips common stock entitled to vote at such meeting constitutes a quorum. If you submit a properly executed proxy card, even if you do not vote for the proposal or vote to "abstain" in respect of the proposal, your shares of ConocoPhillips common stock will be counted for purposes of calculating whether a quorum is present for the transaction of business at the ConocoPhillips special meeting.

        ConocoPhillips common stock held in "street name" with respect to which the beneficial owner fails to give voting instructions to the broker, bank or other nominee, and ConocoPhillips common stock with respect to which the beneficial owner otherwise fails to vote, will not be considered present and entitled to vote at the ConocoPhillips special meeting for the purpose of determining the presence of a quorum.

        A broker non-vote will result if your broker, bank or other nominee returns a proxy but does not provide instruction as to how shares should be voted on a particular matter. Under the current rules of the NYSE, brokers, banks or other nominees do not have discretionary authority to vote on the ConocoPhillips issuance proposal. Because the only proposal for consideration at the ConocoPhillips special meeting is a non-discretionary proposal, it is not expected that there will be any broker non-votes at the ConocoPhillips special meeting. However, if there are any broker non-votes, the shares will not be considered present and entitled to vote at the ConocoPhillips special meeting for the purpose of determining the presence of a quorum.

        Executed but unvoted proxies will be voted in accordance with the recommendations of the ConocoPhillips board.

Required Vote

        Approval of the ConocoPhillips issuance proposal requires the affirmative vote of a majority of shares of ConocoPhillips common stock present via the ConocoPhillips special meeting website or by proxy at the ConocoPhillips special meeting and entitled to vote on the proposal. Abstentions will have the same effect as a vote "AGAINST" the proposal, and broker non-votes will have no effect on the outcome of the vote.

        The ConocoPhillips issuance proposal is described in the section entitled "ConocoPhillips Stockholder Proposal."

Methods of Voting

        ConocoPhillips stockholders, whether holding shares directly as stockholders of record or beneficially in "street name," may vote on the Internet by going to the web address provided on the enclosed proxy card and following the instructions for Internet voting, by phone using the toll-free phone number listed on the enclosed proxy card, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

        ConocoPhillips stockholders of record may vote their shares via the ConocoPhillips special meeting website at the ConocoPhillips special meeting or by submitting their proxies:

    by phone until 11:59 p.m. Eastern Time on January 14, 2021;

    by the Internet until 11:59 p.m. Eastern Time on January 14, 2021; or

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    by completing, signing and returning your proxy or voting instruction card via mail. If you vote by mail, your proxy card must be received by January 14, 2021.

        ConocoPhillips stockholders who hold their shares in "street name" by a broker, bank or other nominee should refer to the proxy card, voting instruction form or other information forwarded by their broker, bank or other nominee for instructions on how to vote their shares.

Voting via the ConocoPhillips Special Meeting Website

        Shares held directly in your name as stockholder of record may be voted at the ConocoPhillips special meeting via the ConocoPhillips special meeting website. If you choose to attend the ConocoPhillips special meeting and vote your shares via the ConocoPhillips special meeting website, you will need the 16-digit control number included on your proxy card. Even if you plan to attend the ConocoPhillips special meeting, the ConocoPhillips board recommends that you vote your shares in advance as described below so that your vote will be counted if you later decide not to attend the ConocoPhillips special meeting.

        If you are a beneficial holder, you will need to obtain a control number from your broker, bank or other nominee holder of record giving you the right to vote the shares.

Voting by Proxy

        Whether you hold your shares of ConocoPhillips common stock directly as the stockholder of record or beneficially in "street name," you may direct your vote by proxy without attending the ConocoPhillips special meeting. You can vote by proxy by phone, the Internet or mail by following the instructions provided in the enclosed proxy card.

Questions About Voting

        If you have any questions about how to vote or direct a vote in respect of your shares of ConocoPhillips common stock, you may contact Morrow Sodali, ConocoPhillips' proxy solicitor, at (800) 662-5200 (toll-free in North America), or +1 (203) 658-9400 (outside of North America), or by email at COP@investor.morrowsodali.com.

Adjournment

        In accordance with the ConocoPhillips bylaws, whether or not a quorum is present, the chairman of the ConocoPhillips special meeting will have the power to adjourn the ConocoPhillips special meeting from time to time for the purpose of, among other things, soliciting additional proxies. If the ConocoPhillips special meeting is adjourned, ConocoPhillips stockholders who have already submitted their proxies will be able to revoke them at any time prior to their use. At any subsequent reconvening of the ConocoPhillips special meeting, all proxies will be voted in the same manner as the manner in which such proxies would have been voted at the original convening of the ConocoPhillips special meeting, except for any proxies that have been validly revoked or withdrawn prior to the subsequent meeting.

        In addition, the merger agreement provides that ConocoPhillips (i) will be required to adjourn or postpone the ConocoPhillips special meeting to the extent necessary to ensure that any legally required supplement or amendment to this joint proxy statement/prospectus is provided to the ConocoPhillips stockholders or if, as of the time the ConocoPhillips special meeting is scheduled, there are insufficient shares of ConocoPhillips common stock represented to constitute a quorum necessary to conduct business at the ConocoPhillips special meeting, and (ii) may adjourn or postpone the ConocoPhillips special meeting if, as of the time for which the ConocoPhillips special meeting is scheduled, there are insufficient shares of ConocoPhillips common stock represented to obtain the approval of the

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ConocoPhillips issuance proposal. However, the ConocoPhillips special meeting will not be adjourned or postponed to a date that is more than 10 business days after the date for which the ConocoPhillips special meeting was previously scheduled (though the ConocoPhillips special meeting may be adjourned or postponed every time the circumstances described in (i) exist, and, with Concho's consent, every time the circumstances described in (ii) exist) or to a date on or after two business days prior to April 30, 2021.

Revocability of Proxies

        If you are a stockholder of record of ConocoPhillips, whether you vote by phone, the Internet or mail, you can change or revoke your proxy before it is voted at the meeting in one of the following ways:

    submit a new proxy card bearing a later date;

    vote again by phone or the Internet at a later time;

    give written notice before the meeting to the ConocoPhillips Corporate Secretary at the following address: ConocoPhillips, P.O. Box 4783, Houston, Texas 77210-4783; or

    attend the ConocoPhillips special meeting and vote your shares. Please note that your attendance at the meeting via the ConocoPhillips special meeting website will not alone serve to revoke your proxy; instead, you must vote your shares via the ConocoPhillips special meeting website.

Proxy Solicitation Costs

        The enclosed proxy card is being solicited by ConocoPhillips and the ConocoPhillips board. In addition to solicitation by mail, ConocoPhillips' directors, officers and employees may solicit proxies in person, by phone or by electronic means. These persons will not be specifically compensated for conducting such solicitation.

        ConocoPhillips has retained Morrow Sodali to assist in the solicitation process. ConocoPhillips will pay Morrow Sodali a fee of approximately $35,000, as well as reasonable and documented out-of-pocket expenses. ConocoPhillips also has agreed to indemnify Morrow Sodali against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).

        ConocoPhillips will ask brokers, banks and other nominees to forward the proxy solicitation materials to the beneficial owners of shares of ConocoPhillips common stock held of record by such nominee holders. ConocoPhillips will reimburse these nominee holders for their customary clerical and mailing expenses incurred in forwarding the proxy solicitation materials to the beneficial owners.

No Appraisal Rights

        Under Delaware law, ConocoPhillips stockholders are not entitled to appraisal rights in connection with the issuance of shares of ConocoPhillips common stock as contemplated by the merger agreement.

Other Information

        The matter to be considered at the ConocoPhillips special meeting is of great importance to the ConocoPhillips stockholders. Accordingly, you are urged to read and carefully consider the information contained in or incorporated by reference into this joint proxy statement/prospectus and submit your proxy by phone or the Internet or complete, date, sign and promptly return the enclosed proxy card in the enclosed postage-paid envelope. If you submit your proxy by phone or the Internet, you do not need to return the enclosed proxy card.

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Assistance

        If you need assistance in completing your proxy card or have questions regarding the ConocoPhillips special meeting, contact:

LOGO


Morrow Sodali LLC
509 Madison Avenue
New York, NY 10022
Call Toll-Free at (800) 662-5200 (in North America)
or +1 (203) 658-9400 (outside of North America)
E-mail: COP@investor.morrowsodali.com

Vote of ConocoPhillips' Directors and Executive Officers

        As of December 2, 2020, ConocoPhillips directors and executive officers, and their affiliates, as a group, owned and were entitled to vote 337,082 shares of ConocoPhillips common stock, or less than 1% of the total outstanding shares of ConocoPhillips common stock as of December 2, 2020.

        ConocoPhillips currently expects that all of its directors and executive officers will vote their shares "FOR" the ConocoPhillips issuance proposal.

Attending the ConocoPhillips Special Meeting Virtually

        You are entitled to attend the ConocoPhillips special meeting only if you were a stockholder of record of ConocoPhillips at the close of business on the record date or you held your shares of ConocoPhillips beneficially in the name of a broker, bank or other nominee as of the record date, or you hold a valid proxy for the ConocoPhillips special meeting.

        If you were a stockholder of record of ConocoPhillips at the close of business on the record date and wish to attend the ConocoPhillips special meeting, you will need the 16-digit control number located on your proxy card.

        If a broker, bank or other nominee is the record owner of your shares of ConocoPhillips common stock, you will need to obtain your control number and further instructions from your bank, broker or other nominee.

Results of the ConocoPhillips Special Meeting

        Within four business days following the ConocoPhillips special meeting, ConocoPhillips intends to file the final voting results with the SEC on a Current Report on Form 8-K. If the final voting results have not been certified within that four business day period, ConocoPhillips will report the preliminary voting results on a Current Report on Form 8-K at that time and will file an amendment to the Current Report on Form 8-K to report the final voting results within four days of the date that the final results are certified. CONOCOPHILLIPS STOCKHOLDERS SHOULD CAREFULLY READ THIS JOINT PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY FOR MORE DETAILED INFORMATION CONCERNING THE CONOCOPHILLIPS ISSUANCE PROPOSAL.

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CONOCOPHILLIPS STOCKHOLDER PROPOSAL

ConocoPhillips Issuance Proposal

        It is a condition to the completion of the merger that ConocoPhillips stockholders approve the issuance of shares of ConocoPhillips common stock in the merger. In the merger, each Concho stockholder will receive, for each eligible share of Concho common stock that is issued and outstanding as of immediately prior to the effective time of the merger, the merger consideration of 1.46 shares of ConocoPhillips common stock, further described in the sections entitled "The Merger—Consideration to Concho Stockholders" and "The Merger Agreement—Effect of the Merger on Capital Stock; Merger Consideration."

        Under NYSE rules, a company is required to obtain stockholder approval prior to the issuance of shares of common stock if the number of shares of common stock to be issued is, or will be upon issuance, equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the shares of common stock. If the merger is completed pursuant to the merger agreement, ConocoPhillips expects to issue up to approximately 289,132,753 shares of ConocoPhillips common stock in connection with the merger based on the number of shares of Concho common stock outstanding as of December 2, 2020. Accordingly, the aggregate number of shares of ConocoPhillips common stock that ConocoPhillips will issue in the merger will exceed 20% of the shares of ConocoPhillips common stock outstanding before such issuance, and for this reason, ConocoPhillips is seeking the approval of ConocoPhillips stockholders for the issuance of shares of ConocoPhillips common stock pursuant to the merger agreement. In the event the ConocoPhillips issuance proposal is not approved by ConocoPhillips stockholders, the merger will not be completed.

        In the event the ConocoPhillips issuance proposal is approved by ConocoPhillips stockholders, but the merger agreement is terminated (without the merger being completed) prior to the issuance of shares of ConocoPhillips common stock pursuant to the merger agreement, ConocoPhillips will not issue any shares of ConocoPhillips common stock as a result of the approval of the ConocoPhillips issuance proposal.

        Approval of the ConocoPhillips issuance proposal requires the affirmative vote of a majority of shares of ConocoPhillips common stock present via the ConocoPhillips special meeting website or by proxy at the ConocoPhillips special meeting and entitled to vote on the proposal. Abstentions will have the same effect as a vote "AGAINST" the proposal, and broker non-votes will have no effect on the outcome of the vote.

        The ConocoPhillips board unanimously recommends a vote "FOR" the ConocoPhillips issuance proposal.

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SPECIAL MEETING OF CONCHO STOCKHOLDERS

Date, Time and Place

        The Concho special meeting will be held virtually via the Internet on January 15, 2021, at 9:00 a.m., Central Time. The Concho special meeting will be held solely via live webcast and there will not be a physical meeting location. Concho stockholders will be able to attend the Concho special meeting online and vote their shares electronically during the meeting by visiting www.virtualshareholdermeeting.com/CXO2021SM, which we refer to as the "Concho special meeting website." Concho stockholders will need the 16-digit control number found on their proxy card in order to access the Concho special meeting website.

Purpose of the Concho Special Meeting

        The purpose of the Concho special meeting is to consider and vote on:

    the merger proposal; and

    the non-binding compensation advisory proposal.

        Concho will transact no other business at the Concho special meeting.

Recommendation of the Concho Board of Directors

        The Concho board unanimously recommends that Concho stockholders vote:

    "FOR" the merger proposal; and

    "FOR" the non-binding compensation advisory proposal.

        For additional information on the recommendation of the Concho board, see the section entitled "The Merger—Recommendation of the Concho Board of Directors and Reasons for the Merger."

Record Date and Outstanding Shares of Concho Common Stock

        Only holders of record of issued and outstanding shares of Concho common stock as of the close of business on December 11, 2020, the record date for the Concho special meeting, are entitled to notice of, and to vote at, the Concho special meeting via the Concho special meeting website or any adjournment or postponement of the Concho special meeting.

        As of the close of business on the record date, there were [            ] shares of Concho common stock issued and outstanding and entitled to vote at the Concho special meeting. You may cast one vote for each share of Concho common stock that you held as of the close of business on the record date.

        A complete list of Concho stockholders entitled to vote at the Concho special meeting will be available for inspection at Concho's principal place of business during regular business hours for a period of no less than 10 days before the Concho special meeting at One Concho Center, 600 West Illinois Avenue, Midland, Texas 79701. If Concho's headquarters are closed for health and safety reasons related to the coronavirus (COVID-19) pandemic during such period, the list of Concho stockholders will be made available for inspection upon request to Concho's corporate secretary at One Concho Center, 600 West Illinois Avenue, Midland, Texas 79701, subject to the satisfactory verification of stockholder status. The list of Concho stockholders entitled to vote at the Concho special meeting will also be made available for inspection during the Concho special meeting via the Concho special meeting website at www.virtualshareholdermeeting.com/CXO2021SM.

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Quorum; Abstentions and Broker Non-Votes

        A quorum of Concho stockholders is necessary to hold a valid meeting. The presence at the Concho special meeting, via the Concho special meeting website or by proxy, of the holders of a majority of the outstanding shares of Concho common stock entitled to vote at the Concho special meeting constitutes a quorum. If you submit a properly executed proxy card, even if you do not vote for either proposal or vote to "abstain" in respect of each proposal, your shares of Concho common stock will be counted for purposes of calculating whether a quorum is present for the transaction of business at the Concho special meeting.

        Concho common stock held in "street name" with respect to which the beneficial owner fails to give voting instructions to the broker, bank or other nominee, and Concho common stock with respect to which the beneficial owner otherwise fails to vote, will not be considered present and entitled to vote at the Concho special meeting for the purpose of determining the presence of a quorum.

        A broker non-vote will result if your broker, bank or other nominee returns a proxy but does not provide instruction as to how shares should be voted on a particular matter. Under the current rules of the NYSE, brokers, banks or other nominees do not have discretionary authority to vote on the merger proposal or the non-binding compensation advisory proposal. Because the only proposals for consideration at the Concho special meeting are non-discretionary proposals, it is not expected that there will be any broker non-votes at the Concho special meeting. However, if there are any broker non-votes, the shares will not be considered present and entitled to vote at the Concho special meeting for the purpose of determining the presence of a quorum.

        Executed but unvoted proxies will be voted in accordance with the recommendations of the Concho board.

Required Vote

        Approval of the merger proposal requires the affirmative vote of a majority of the outstanding shares of Concho common stock entitled to vote on the proposal. Abstentions and broker non-votes will have the same effect as a vote "AGAINST" the proposal. Failure to vote on the merger proposal will have the same effect as a vote "AGAINST" the merger proposal.

        Approval of the non-binding compensation advisory proposal requires the affirmative vote of a majority of the shares of Concho common stock present via the Concho special meeting website or represented by proxy at the Concho special meeting and entitled to vote on the proposal. Abstentions will have the same effect as a vote "AGAINST" the proposal, and broker non-votes will have no effect on the outcome of the vote.

        The merger proposal and non-binding compensation advisory proposal are described in the section entitled "Concho Proposals."

Methods of Voting

        Concho stockholders, whether holding shares directly as stockholders of record or beneficially in "street name," may vote on the Internet by going to the web address provided on the enclosed proxy card and following the instructions for Internet voting, by phone using the toll-free phone number listed on the enclosed proxy card, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

        Concho stockholders of record may vote their shares via the Concho special meeting website at the Concho special meeting or by submitting their proxies:

    by phone until 11:59 p.m. Eastern Time on January 14, 2021;

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    by the Internet until 11:59 p.m. Eastern Time on January 14, 2021; or

    by completing, signing and returning your proxy or voting instruction card via mail. If you vote by mail, your proxy card must be received by January 14, 2021.

        Concho stockholders who hold their shares in "street name" by a broker, bank or other nominee should refer to the proxy card, voting instruction form or other information forwarded by their broker, bank or other nominee for instructions on how to vote their shares.

Voting via the Concho Special Meeting Website

        Shares held directly in your name as stockholder of record may be voted at the Concho special meeting via the Concho special meeting website. If you choose to virtually attend the Concho special meeting website and vote your shares at the meeting via the Concho special meeting website, you will need the 16-digit control number included on your proxy card.

        If you are a beneficial holder, you will need to obtain a specific control number from your broker, bank or other nominee holder of record giving you the right to vote the shares.

        Even if you plan to virtually attend the Concho special meeting, the Concho board recommends that you vote your shares in advance as described below so that your vote will be counted if you later decide not to attend the Concho special meeting.

Voting by Proxy

        Whether you hold your shares of Concho common stock directly as the stockholder of record or beneficially in "street name," you may direct your vote by proxy without virtually attending the Concho special meeting. You can vote by proxy by phone, the Internet or mail by following the instructions provided in the enclosed proxy card.

Questions About Voting

        If you have any questions about how to vote or direct a vote in respect of your shares of Concho common stock, you may contact MacKenzie Partners, Concho's proxy solicitor, toll-free at (800) 322-2885, or for brokers and banks, collect at (212) 929-5500 or via email at proxy@mackenziepartners.com.

Adjournment

        In accordance with the Concho bylaws, whether or not a quorum is present, the chairman of the Concho special meeting will have the power to adjourn the Concho special meeting from time to time for the purpose of, among other things, soliciting additional proxies. If the Concho special meeting is adjourned, Concho stockholders who have already submitted their proxies will be able to revoke them at any time prior to their use. At any subsequent reconvening of the Concho special meeting, all proxies will be voted in the same manner as the manner in which such proxies would have been voted at the original convening of the Concho special meeting, except for any proxies that have been validly revoked or withdrawn prior to the subsequent meeting.

        In addition, the merger agreement provides that Concho (i) will be required to adjourn or postpone the Concho special meeting to the extent necessary to ensure that any legally required supplement or amendment to this joint proxy statement/prospectus is provided to the Concho stockholders or if, as of the time the Concho special meeting is scheduled, there are insufficient shares of Concho common stock represented to constitute a quorum necessary to conduct business at the Concho special meeting, and (ii) may adjourn or postpone the Concho special meeting if, as of the time for which the Concho special meeting is scheduled, there are insufficient shares of Concho

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common stock represented to obtain the approval of the merger proposal. However, the Concho special meeting will not be adjourned or postponed to a date that is more than 10 business days after the date for which the Concho special meeting was previously scheduled (though the Concho special meeting may be adjourned or postponed every time the circumstances described in (i) exist, and, with ConocoPhillips' consent, every time the circumstances described in (ii) exist) or to a date on or after two business days prior to April 30, 2021.

Revocability of Proxies

        If you are a stockholder of record of Concho, whether you vote by phone, the Internet or mail, you can change or revoke your proxy before it is voted at the meeting in one of the following ways:

    submit a new proxy card bearing a later date;

    vote again by phone or the Internet at a later time;

    give written notice before the meeting to the Concho Senior Vice President, General Counsel and Corporate Secretary at One Concho Center, 600 West Illinois Avenue, Midland, Texas 79701 stating that you are revoking your proxy; or

    attend the Concho special meeting and vote your shares via the Concho special meeting website. Please note that your attendance at the meeting via the Concho special meeting website will not alone serve to revoke your proxy; instead, you must vote your shares via the Concho special meeting website.

Proxy Solicitation Costs

        The enclosed proxy card is being solicited by Concho and the Concho board. In addition to solicitation by mail, Concho's directors, officers and employees may solicit proxies in person, by phone or by electronic means. These persons will not be specifically compensated for conducting such solicitation.

        Concho has retained MacKenzie Partners to assist in the solicitation process. Concho will pay MacKenzie Partners a fee of approximately $100,000, as well as reasonable and customary documented expenses. Concho also has agreed to indemnify MacKenzie Partners against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).

        Concho will ask brokers, banks and other nominees to forward the proxy solicitation materials to the beneficial owners of shares of Concho common stock held of record by such nominee holders. Concho will reimburse these nominee holders for their customary clerical and mailing expenses incurred in forwarding the proxy solicitation materials to the beneficial owners.

No Appraisal Rights

        Because shares of Concho common stock are listed on the NYSE and holders of shares of Concho common stock are not required to receive consideration other than shares of ConocoPhillips common stock, which are listed on the NYSE, and cash in lieu of fractional shares in the merger, holders of shares of Concho common stock are not entitled to exercise appraisal rights under Delaware law in connection with the merger.

Other Information

        The matter to be considered at the Concho special meeting is of great importance to the Concho stockholders. Accordingly, you are urged to read and carefully consider the information contained in or incorporated by reference into this joint proxy statement/prospectus and submit your proxy by phone or the Internet or complete, date, sign and promptly return the enclosed proxy card in the enclosed

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postage-paid envelope. If you submit your proxy by phone or the Internet, you do not need to return the enclosed proxy card.

Assistance

        If you need assistance in completing your proxy card or have questions regarding the Concho special meeting, contact:

MacKenzie Partners, Inc.
1407 Broadway, 27th Floor
New York, New York 10018
Email: proxy@mackenziepartners.com
Call Collect: (212) 929-5500
Toll-Free: (800) 322-2885

Vote of Concho's Directors and Executive Officers

        As of December 2, 2020, Concho directors and executive officers, and their affiliates, as a group, owned and were entitled to vote 1,806,252 shares of Concho common stock, or less than 1% of the total outstanding shares of Concho common stock as of December 2, 2020.

        Concho currently expects that all of its directors and executive officers will vote their shares "FOR" the merger proposal and "FOR" the non-binding compensation advisory proposal.

Attending the Concho Special Meeting Virtually

        You are entitled to attend the Concho special meeting only if you were a stockholder of record of Concho at the close of business on the record date or you held your shares of Concho beneficially in the name of a broker, bank or other nominee as of the record date, or you hold a valid proxy for the Concho special meeting.

        If you were a stockholder of record of Concho at the close of business on the record date and wish to attend the Concho special meeting, you will need the 16-digit control number located on your proxy card.

        If a broker, bank or other nominee is the record owner of your shares of Concho common stock, you will need to obtain your specific control number and further instructions from your bank, broker or other nominee.

Results of the Concho Special Meeting

        Within four business days following the Concho special meeting, Concho intends to file the final voting results with the SEC on a Current Report on Form 8-K. If the final voting results have not been certified within that four business day period, Concho will report the preliminary voting results on a Current Report on Form 8-K at that time and will file an amendment to the Current Report on Form 8-K to report the final voting results within four days of the date that the final results are certified.

        CONCHO STOCKHOLDERS SHOULD CAREFULLY READ THIS JOINT PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY FOR MORE DETAILED INFORMATION CONCERNING THE MERGER PROPOSAL AND THE NON-BINDING COMPENSATION ADVISORY PROPOSAL.

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CONCHO STOCKHOLDER PROPOSALS

Merger Proposal

        It is a condition to the completion of the merger that Concho stockholders approve the merger proposal. In the merger, each Concho stockholder will receive, for each eligible share of Concho common stock that is issued and outstanding as of immediately prior to the effective time of the merger, the merger consideration of 1.46 shares of ConocoPhillips common stock, further described in the sections entitled "The Merger—Consideration to Concho Stockholders" and "The Merger Agreement—Effect of the Merger on Capital Stock; Merger Consideration."

        The approval by such stockholders of this proposal is required by Section 251 of the DGCL and is a condition to the completion of the merger.

        Approval of the merger proposal requires the affirmative vote of a majority of the outstanding shares of Concho common stock entitled to vote on the proposal. Abstentions and broker non-votes will have the same effect as a vote "AGAINST" the merger proposal. Failure to vote on the merger proposal will have the same effect as a vote "AGAINST" the merger proposal.

    The Concho board unanimously recommends a vote "FOR" the merger proposal.

Non-Binding Compensation Advisory Proposal

        As required by Section 14A of the Exchange Act and the applicable SEC rules issued thereunder, which were enacted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, Concho is required to provide its stockholders the opportunity to vote to approve, on a non-binding, advisory basis, certain compensation that may be paid or become payable to Concho's named executive officers that is based on or otherwise relates to the merger, as described in the section entitled "The Merger—Merger-Related Compensation." Accordingly, Concho stockholders are being provided the opportunity to cast an advisory vote on such payments.

        As an advisory vote, this proposal is not binding upon Concho or the Concho board or ConocoPhillips or the ConocoPhillips board, and approval of this proposal is not a condition to completion of the merger and is a vote separate and apart from the merger proposal. Accordingly, you may vote to approve the merger proposal and vote not to approve the non-binding compensation advisory proposal and vice versa. Because the merger-related executive compensation to be paid in connection with the merger is based on the terms of the merger agreement as well as the contractual arrangements with Concho's named executive officers, such compensation will be payable, regardless of the outcome of this advisory vote, if the merger proposal is approved (subject only to the contractual conditions applicable thereto). However, Concho seeks the support of its stockholders and believes that stockholder support is appropriate as the executive compensation programs are designed to incentivize executives to successfully execute a transaction such as that contemplated by the merger proposal from its early stages until consummation. Accordingly, holders of shares of Concho common stock are being asked to vote on the following resolution:

      RESOLVED, that the stockholders of Concho Resources Inc. approve, on an advisory, non-binding basis, certain compensation that may be paid or become payable to the named executive officers of Concho Resources Inc. that is based on or otherwise relates to the merger, as disclosed pursuant to Item 402(t) of Regulation S-K under the heading "The MergerMerger-Related Compensation."

        Approval of the non-binding compensation advisory proposal requires the affirmative vote of a majority of the shares of Concho common stock present via the Concho special meeting website or represented by proxy at the Concho special meeting and entitled to vote on the proposal. Abstentions will have the same effect as a vote "AGAINST" the proposal, and broker non-votes will have no effect on the outcome of the vote.

        The Concho board unanimously recommends a vote "FOR" the non-binding compensation advisory proposal.

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THE MERGER

        This discussion of the merger is qualified in its entirety by reference to the merger agreement, which is attached to this joint proxy statement/prospectus as Annex A and incorporated by reference herein in its entirety. You should read the entire merger agreement carefully as it is the legal document that governs the merger.

Transaction Structure

        At the effective time of the merger, Merger Sub will merge with and into Concho. As a result of the merger, the separate corporate existence of Merger Sub will cease, and Concho will continue as the surviving corporation in the merger and as a wholly owned subsidiary of ConocoPhillips.

Consideration to Concho Stockholders

        As a result of the merger, each eligible share of Concho common stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive 1.46 shares of ConocoPhillips common stock (the merger consideration).

        Concho stockholders will not be entitled to receive any fractional shares of ConocoPhillips common stock in the merger, and no Concho stockholders will be entitled to dividends, voting rights or any other rights in respect of any fractional shares of ConocoPhillips common stock. Concho stockholders that would have otherwise been entitled to receive a fractional share of ConocoPhillips common stock will instead be entitled to receive, in lieu of fractional shares, an amount in cash, without interest, equal to the product of the volume weighted average price of Concho common stock for the five consecutive trading days ending two trading days prior to the closing date as reported by Bloomberg, L.P., multiplied by the fraction of a share of ConocoPhillips common stock to which the holder would otherwise be entitled.

Background of the Merger

        The terms of the merger are the result of arm's-length negotiations between Concho and ConocoPhillips. The following is a summary of the events leading up to the agreement to merge and the key meetings, negotiations, discussions and actions between Concho and ConocoPhillips and their respective advisors that preceded the public announcement of the merger.

        The ConocoPhillips board and ConocoPhillips management periodically review the strategic direction of ConocoPhillips and evaluate potential opportunities to enhance stockholder value, including through potential acquisitions and combination transactions. These regular reviews have, at the direction of the ConocoPhillips board, included evaluation of a variety of potential strategic combinations and acquisition opportunities that would, among other things, improve operational and financial resilience by adding additional low cost of supply resources. As part of these reviews, the ConocoPhillips board has received periodic updates from management and certain of its advisors regarding the oil and gas exploration and production (which we refer to as "E&P") sector (including the mergers and acquisitions environment in the E&P sector), ConocoPhillips' positioning relative to its peers, capital allocation strategies, and strategic alternatives, including in-depth reviews of several potential target companies.

        From time to time, senior executives of ConocoPhillips, including Ryan Lance, the Chairman and Chief Executive Officer of ConocoPhillips, have had informal and preliminary conversations about potential strategic combinations and acquisition opportunities in the E&P sector with senior executives of other companies in the E&P sector (including at industry conferences and meetings of industry executives). Mr. Lance updated the ConocoPhillips board regarding these interactions during regularly scheduled and special meetings of the ConocoPhillips board.

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        The Concho board and management regularly review and assess Concho's performance, strategy, financial position and leverage, opportunities and risks in light of current business and economic conditions, as well as developments in the E&P sector, and across a range of scenarios and potential future industry developments. These regular reviews have, at the direction of the Concho board, included evaluation of a variety of potential strategic combinations and acquisition opportunities. As part of these reviews, the Concho board has considered Concho's position as a "pure play" Permian operator in an industry that is undergoing dramatic changes as a result of critical investor sentiment given the sector's financial performance, concerns about the viability of fossil fuels, the impact of expanding environmental, social and governance matters and legal requirements, and investor focus in the E&P sector on increased size, diversification of assets, consistent return of capital and cheaper access to capital. As part of these reviews, the Concho board has also received periodic updates from management and certain of its advisors, regarding the general landscape of mergers and acquisitions, potential acquirers and merger candidates.

        From time to time, senior executives of Concho, including Tim Leach, the Chairman and Chief Executive Officer of Concho, have had informal and preliminary conversations about potential strategic combinations and acquisition opportunities in the E&P sector with senior executives of other companies in the E&P sector (including at industry conferences and meetings of industry executives). Mr. Leach updated the Concho board regarding these interactions during regularly scheduled and special meetings of the Concho board.

        On October 15, 2019, Messrs. Lance and Leach attended a retreat with senior executives of other companies in the E&P sector. At the retreat, Mr. Lance discussed with Mr. Leach the possibility of a combination between Concho and ConocoPhillips, although no details or terms were discussed with respect to a potential combination, including with respect to the structure or consideration in such a combination. Mr. Leach informed Mr. Lance that he would be open to discussing the possibility later in the year.

        On November 5, 2019, the chief executive officer of another oil and gas exploration and development company (which we refer to as "Company A") discussed with Mr. Leach the possibility of a combination transaction between Concho and Company A. Mr. Leach informed the chief executive officer of Company A (whom we refer to as the "Company A CEO") that he would be open to discussing the possibility in the future.

        On November 20, 2019, Mr. Leach, Jack Harper, the President of Concho, Will Giraud, the Executive Vice President and Chief Operating Officer of Concho, and the Company A CEO met to discuss in more detail a potential transaction. The meeting ended with the parties agreeing they would continue to consider a transaction but with no commitment regarding next steps.

        On December 6, 2019, the ConocoPhillips board held a regularly scheduled board meeting, which was attended by members of senior management of ConocoPhillips, during which the ConocoPhillips board discussed a process report on potential acquisition opportunities, and Mr. Lance informed the ConocoPhillips board of the preliminary discussions with Concho, including that he expected to obtain more information by end of the year. The ConocoPhillips board told Mr. Lance that it was supportive of these discussions and asked Mr. Lance to keep the ConocoPhillips board apprised of any material developments and otherwise in the ordinary course.

        On December 10, 2019, the Concho board and Concho management held an ordinary course quarterly update call, during which Mr. Leach informed the Concho board of the preliminary discussions with both ConocoPhillips and Company A and that Mr. Leach expected to gain more information from both parties. The Concho board told Mr. Leach that it was supportive of these discussions and asked Mr. Leach to keep the Concho board apprised of any material developments and otherwise in the ordinary course, including through the lead director of the Concho board, Mark Puckett.

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        On January 8, 2020, the Company A CEO and other members of Company A senior management met with Messrs. Leach, Harper and Giraud to further discuss the possibility of a business combination transaction.

        On January 9, 2020, Messrs. Lance and Leach met in Midland, Texas and discussed the possibility of a transaction between Concho and ConocoPhillips and conceptually what each believed was required to have a successful value-creating transaction for both companies' stockholders including, among other matters, preliminary valuation considerations and the importance of Midland as an operating center. Messrs. Leach and Lance agreed to further discuss the possibility of a combination in the coming weeks.

        On January 17, 2020, Mr. Leach contacted Mr. Lance and conveyed that though Concho could be open to discussing a combination further, Concho's focus was on releasing earnings and any further discussions should wait until after preparation of Concho's year-end earnings was more advanced.

        On January 23, 2020, Messrs. Leach and Lance and other members of Concho senior management had a brief conversation at an industry gathering, with Mr. Leach reiterating that Concho's focus remained on finalizing its year-end earnings release.

        On February 12, 2020, the ConocoPhillips board held a regularly scheduled board meeting, which was attended by members of senior management of ConocoPhillips, during which the ConocoPhillips board received an update on the discussions with Concho, including Mr. Lance's planned meeting with Mr. Leach later that day. The ConocoPhillips board told Mr. Lance that it was supportive of these discussions and asked Mr. Lance to keep the ConocoPhillips board apprised of any material developments and otherwise in the ordinary course.

        In the afternoon of February 12, 2020, Messrs. Leach and Lance met in Houston, Texas, to further discuss a potential combination, including the technology and resources that ConocoPhillips could bring to bear in developing Concho's assets. Mr. Lance informed Mr. Leach that a combination with Concho had been discussed by the ConocoPhillips board and that ConocoPhillips was contemplating consideration consisting 50% of stock and 50% of cash at a no to low premium. Mr. Leach responded to Mr. Lance that he believed the Concho board would only be interested in a transaction consisting of all or substantially all stock consideration, such that Concho stockholders participated fully in the value created by the combined company, and that a high premium would be required.

        On February 17, 2020, the Concho board convened a regularly scheduled meeting. As part of its ordinary course preparedness, the Concho board received a preliminary net asset value analysis of Concho prepared by J.P. Morgan, in its capacity as a regular financial advisor to Concho, and reviewed an overview of potential transaction partners, including ConocoPhillips and Company A. Mr. Leach also updated the Concho board of his discussions with Mr. Lance and the Company A CEO. The Concho board confirmed its continued support of Mr. Leach continuing such discussions.

        On February 21, 2020, Mr. Leach contacted Mr. Lance regarding the prior discussions, including that the Concho board was in support of continuing such discussions. Messrs. Leach and Lance also discussed, among other things, ConocoPhillips' views on the potential synergies to be derived from a combination, the combined strategy for unconventional resource development, and the importance to creating stockholder value of a strong Midland presence and management continuity (although no discussion occurred of merger or post-closing compensation matters or any specific terms of post-closing employment arrangements).

        On March 4, 2020, Mr. Leach met with Mr. Lance in Houston. At the meeting, Messrs. Lance and Leach continued to discuss the possibility of a potential merger and the potential synergies and other benefits to both companies' stockholders of such a transaction, along with the ongoing market volatility as a result of the COVID-19 pandemic and other factors. Mr. Lance discussed that he believed any transaction would have a premium in the range of 5% and indicated that the consideration mix would

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be majority stock. Mr. Leach informed Mr. Lance that he would convey the information to the Concho board, though he did not believe that the Concho board would be receptive to a transaction at a low premium, and both agreed to postpone further discussions until the ongoing market volatility had subsided.

        On March 5, 2020, the Concho board convened a special meeting. At the meeting, among other ordinary course matters, Mr. Leach updated the Concho board regarding his discussion with Mr. Lance and on the status of the prior discussions with Company A. After discussion, the Concho board determined that the current proposal from ConocoPhillips was not compelling at that time, both in terms of the premium being considered and the inclusion of a cash component, but that the Concho board was supportive of further discussions. The Concho board also determined that it continued to be supportive of further discussions with Company A.

        During the week of April 19, 2020, Messrs. Lance and Leach had further discussions regarding each company's interest in a potential combination transaction.

        On April 27, 2020, at a regularly scheduled meeting of the Concho board, Mr. Leach updated the Concho board on the status of discussions with Mr. Lance and with Company A. The Concho board determined that it continued to be supportive of further discussions with ConocoPhillips and Company A.

        On May 6, 2020, Mr. Lance contacted Mr. Leach to determine if Mr. Leach was interested in restarting more focused discussions the following week with respect to a combination transaction.

        On May 12, 2020, at a regularly scheduled meeting of the ConocoPhillips board, Mr. Lance updated the ConocoPhillips board on the status of his discussions with Mr. Leach and his plan to discuss a potential tri-party merger transaction with Mr. Leach and with the Company A CEO. The ConocoPhillips board determined that it was supportive of further discussions with Concho and with Company A.

        On May 13, 2020, Mr. Lance met with Mr. Leach to discuss the possibility of a potential tri-party merger transaction, which would involve ConocoPhillips acquiring both Concho and Company A. Mr. Lance proposed that both acquisitions could be executed contemporaneously and include, in each case, all-stock consideration, and such a transaction could lend itself to a lower premium. In response, Mr. Leach reiterated that he expected the value of the premium to be an important issue to the Concho board. Mr. Lance informed Mr. Leach that Mr. Lance also planned to discuss the transaction with the Company A CEO and asked Mr. Leach to do the same. Mr. Leach then contacted the Company A CEO to arrange a meeting.

        On May 15, 2020, Mr. Lance met with the Company A CEO to discuss the possibility of a potential tri-party merger transaction involving ConocoPhillips, Concho, and Company A. The Company A CEO said that he would consider such a combination and would discuss such a transaction with Mr. Leach.

        On May 15, 2020, the Chief Executive Officer of another E&P company (which we refer to as "Company B"), contacted Mr. Leach regarding Concho's interest in a potential acquisition of Company B. Mr. Leach relayed to the Chief Executive Officer of Company B (whom we refer to as the "Company B CEO") that Mr. Leach would be in touch to discuss the matter further.

        On May 16, 2020, Mr. Leach met with the Company A CEO to discuss the transaction proposed by Mr. Lance. The Company A CEO conveyed to Mr. Leach that Company A continued to consider such a combination and expected to further discuss the transaction with Messrs. Lance and Leach at a later date.

        Between May 18 and June 4, 2020, Mr. Leach and the Company B CEO communicated four times to discuss the possibility of an acquisition of Company B by Concho, with Mr. Leach conveying that he

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did not believe such an acquisition would offer a compelling value proposition to Concho stockholders, but that he would consider the matter further with Concho management and the Concho board at the upcoming meeting of the Concho board on June 9, 2020.

        On May 21, 2020, the Company A CEO contacted Mr. Lance and said that he did not have an interest in pursuing a tri-party merger transaction involving ConocoPhillips, Concho, and Company A at that time.

        On May 31, 2020, the Company A CEO contacted Mr. Leach regarding the status of transaction discussions with respect to a tri-party merger as well as a transaction between only Concho and Company A.

        On June 9, 2020, at a special meeting of the Concho board, Mr. Leach reported the discussions regarding the potential tri-party merger transaction with ConocoPhillips and Company A and the discussions with Company B. Mr. Leach also informed the Concho board that he viewed the conversations as preliminary and was uncertain if discussions would progress further, and the Concho board told Mr. Leach that it was supportive of Mr. Leach continuing such discussions with respect to the tri-party merger to obtain additional information. The Concho board asked that Mr. Leach continue to keep it apprised of any material developments and otherwise in the ordinary course, including through the lead director of the Concho board, Mark Puckett. Based on discussions with management at the Concho board meeting, the Concho board also confirmed that it was not interested in pursuing an acquisition of Company B at such time because such an acquisition did not offer a compelling value proposition to Concho stockholders.

        On June 12, 2020, Messrs. Leach and Lance discussed the status of the potential tri-party transaction and whether the Company A CEO remained open to such a transaction. Mr. Lance informed Mr. Leach that ConocoPhillips had an upcoming meeting of its board and he would be in touch following the meeting.

        On July 8, 2020, at a regularly scheduled meeting of the ConocoPhillips board, Mr. Lance updated the ConocoPhillips board on the status of his discussions with Mr. Leach and the Company A CEO. The ConocoPhillips board determined that it continued to be supportive of further discussions with Concho.

        On July 30, 2020, the Company A CEO contacted Mr. Leach to schedule a meeting to discuss a potential business combination transaction, which both agreed would occur on August 11, 2020.

        On August 2, 2020, Mr. Lance contacted Mr. Leach, and they discussed that each company's immediate focus was on assessing the impact of COVID-19 on its 2020 and 2021 plans, and decided to defer further discussions regarding a potential transaction until that work was complete.

        On August 11, 2020, Mr. Leach and the Company A CEO met in person to further discuss a potential transaction, and the possibility of a tri-party transaction with ConocoPhillips.

        On August 27, 2020, Mr. Leach and the Company A CEO continued high-level discussions regarding a potential transaction, including a tri-party transaction. Shortly thereafter, Mr. Leach provided an update regarding the ongoing discussions with both ConocoPhillips and Company A to the lead director of the Concho board, Mark Puckett.

        On September 4, 2020, the ConocoPhillips board held a special meeting, which was attended by members of senior management of ConocoPhillips. The ConocoPhillips board discussed the potential transaction with Concho, as well as other possible acquisition targets, including with respect to valuation metrics, synergies and related matters. After such discussions, the ConocoPhillips board informed Mr. Lance that it was supportive of ConocoPhillips continuing to pursue a transaction with Concho, as well as to continue exploring other potential strategic transactions, and asked Mr. Lance to

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keep the ConocoPhillips board apprised of any material developments and otherwise in the ordinary course.

        On September 4, 2020, Mr. Lance contacted Mr. Leach to schedule an in-person meeting, which both agreed would occur on September 8, 2020, and informed Mr. Leach that the ConocoPhillips board was supportive of further engagement with respect to a potential transaction between Concho and ConocoPhillips.

        On September 8, 2020, Messrs. Lance and Leach met in-person in Midland, Texas. At the meeting, Mr. Lance informed Mr. Leach that the ConocoPhillips board had authorized him to negotiate with Concho with respect to a potential merger. Mr. Lance discussed the potential for offering a premium of approximately 10%, which ConocoPhillips viewed as a market premium based on recent transactions, consisting of 80% stock and 20% cash consideration, and further discussed a desire to continue conversations regarding a potential transaction over the next few months. At the meeting, Mr. Lance discussed with Mr. Leach that having Midland as a focal point for the combined Permian business could have the potential for increased synergies and efficiencies in a transaction with Concho. Messrs. Lance and Leach also discussed at a high level the potential to add members of the Concho board to the ConocoPhillips board and the importance to creating stockholder value of a strong Midland presence and management continuity (although no discussion occurred of merger or post-closing compensation matters or any specific terms of post-closing employment arrangements). At the conclusion of the meeting, Mr. Leach indicated that he expected the Concho board would need clarity on the amount and mix of consideration and other key terms to be able to evaluate the potential transaction, and would expect to receive two board seats, which would be proportionate with the ownership of Concho stockholders in a combined company. Shortly thereafter, Mr. Leach reported the receipt and detailed the terms of the proposal from Mr. Lance to the lead director of the Concho board, Mark Puckett.

        On September 17, 2020, Mr. Lance contacted Mr. Leach by telephone to follow up regarding the recent meeting in Midland. Mr. Lance confirmed to Mr. Leach ConocoPhillips' view that any transaction premium would be expected to be in the range of 10%. Mr. Lance also proposed consideration of 80% stock and 20% cash and that Concho would receive a single director position on the ConocoPhillips board. Messrs. Lance and Leach also had a preliminary and conceptual discussion regarding potential roles and responsibilities for Messrs. Leach, Giraud and Harper at ConocoPhillips, but did not discuss merger or post-closing compensation matters, and decided to delay further discussion of potential management roles until Mr. Leach had further discussions with the Concho board. Mr. Leach responded that, based on prior discussions with the Concho board, the proposed premium should be in excess of 20% for the Concho board to consider such a proposal. Mr. Lance relayed to Mr. Leach a preference to move quickly to avoid leaks and management distraction and also proposed in-person meetings between the companies' senior management teams in order to determine if the two companies were a compelling fit and discuss the potential synergies and efficiencies that could be expected from a combination. Shortly thereafter, Mr. Leach reported the receipt and detailed the terms of the proposal from Mr. Lance to the lead director of the Concho board, Mark Puckett.

        On September 18, 2020, Mr. Leach contacted Mr. Lance by telephone to further discuss the meeting of September 17, 2020. Mr. Leach again proposed that the ConocoPhillips board include two members from the Concho board, and Mr. Lance responded that ConocoPhillips' preference was for one such board member.

        On September 22, 2020, the Concho board convened a special meeting, which was attended by representatives of Sullivan & Cromwell LLP (which we refer to as "Sullivan & Cromwell"), Concho's M&A counsel, and members of Concho senior management. The representatives of Sullivan & Cromwell reviewed with the Concho board its fiduciary duties in connection with its consideration of any potential transaction, including ConocoPhillips' proposal. During the meeting, Mr. Leach updated the Concho board regarding his discussions with Mr. Lance. Mr. Leach informed the Concho board

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that he believed that what Mr. Lance had discussed with him thus far, while currently inadequate, could serve as a starting point for negotiations and requested that the Concho board authorize the meeting requested by Mr. Lance. A discussion then ensued among the members of the Concho board, with the consensus being that it was important to have certain Concho senior executives continue in management roles supporting ConocoPhillips' Permian operations in order to maximize value to Concho stockholders. The Concho board also discussed the timing of the proposal in light of Concho's stock price and communicated to Mr. Leach the Concho board's preference for all-stock consideration, such that Concho stockholders would share fully in the value creation resulting from the combined company, and as high a premium as possible. Mr. Harper then requested that the Concho board authorize management to pursue engaging Credit Suisse and J.P. Morgan, as Concho's financial advisers, in light of their experience and qualifications, in connection with its review of the potential transaction and other alternatives subject to the Concho board's review of their respective relationships disclosure with respect to Concho and ConocoPhillips and the Concho board's approval of such engagements.

        The Concho board then went into executive session with all members of Concho's management, including Mr. Leach, leaving the meeting. At the conclusion of the executive session, the Concho board determined, in order to obtain additional information and better the terms of the potential transaction, to authorize Mr. Leach to engage further with respect to the potential transaction and proceed with the meetings of the management teams. The Concho board also authorized management to pursue the engagement of Credit Suisse and J.P. Morgan as financial advisors to Concho, in light of their experience and qualifications, subject to the Concho board's review of their respective relationships disclosure with respect to Concho and ConocoPhillips and the Concho board's approval of such engagements.

        On September 23, 2020, as authorized by the Concho board, Messrs. Leach, Harper, Giraud and Lance as well as Executive Vice President and Chief Operating Officer of ConocoPhillips, Matt Fox, met in-person in Houston. Mr. Lance explained his view as to the value proposition of a combined company for Concho and ConocoPhillips stockholders, with the combined company achieving synergies and Concho and ConocoPhillips combining their excellence in operational execution. Mr. Leach conveyed to Mr. Lance the Concho board's preference for all-stock consideration and Concho's need for as high a premium as possible. Mr. Leach also expressed to Mr. Lance the Concho board's considerations regarding what they viewed as Concho's depressed stock price, which weighed against entering into a transaction at such time absent a sufficiently compelling value proposition for Concho stockholders, particularly given Concho's strong financial position and that it had no pressing need to transact. The parties also discussed the organizational structure of ConocoPhillips, and Mr. Lance expressed the importance of focusing on the Permian business plan in a potential transaction, capturing synergies and the integration of ConocoPhillips and Concho. Mr. Leach concluded the meetings by informing Mr. Lance that he would update the Concho board on the meetings and would revert once the Concho board had considered their discussions and if the Concho board was supportive of further discussions.

        On September 24, 2020, the Concho board convened a special meeting, which was attended by representatives of Sullivan & Cromwell and members of Concho senior management, to provide an update on discussions with ConocoPhillips. Messrs. Leach, Harper and Giraud described the meeting with ConocoPhillips' senior management team as productive, but highlighted that there was further work to be done to determine if the benefits of a combination were sufficiently compelling, including a review of ConocoPhillips' business and other potential alternatives. The Concho board then engaged in discussions regarding the advisability of continuing to engage with ConocoPhillips, Concho's potential value, potential alternatives (including continuing with the company's standalone plan), potential terms (including stock vs. cash consideration and premium), Concho's ideal timing for engaging in a transaction (if at all), the potential upside in both companies' stock, relevant risk-factors, and the process for reviewing and negotiating a transaction and next steps. Discussion ensued, and following

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such discussion, the Concho board concluded that, though ConocoPhillips was an attractive merger partner and presented a compelling opportunity to deliver value for Concho stockholders (in particular, if certain Concho senior executives were to have a significant role in the combined company), that Concho would require a premium greater than 10%. The Concho board then went into executive session with all members of Concho's management, including Mr. Leach, leaving the meeting. The Concho board discussed Mr. Leach's suggestion that Concho continue exploring a potential transaction with ConocoPhillips, including the potential for any conflicts on the part of Concho's management due to the possibility of future employment with ConocoPhillips, and determined to authorize Mr. Leach to further engage with ConocoPhillips with respect to a potential transaction, including entry into a suitable mutual confidentiality agreement. The Concho board also directed Mr. Leach to discuss the role of certain Concho senior executives within ConocoPhillips' organization post-closing in order to jointly drive value for the combined company, but instructed Mr. Leach not to engage in any discussions regarding merger or post-closing compensation matters.

        On September 28, 2020, Mr. Leach contacted Mr. Lance by telephone to provide an update regarding the recent meeting of the Concho board and to follow-up on the recent meetings in Houston. Mr. Leach conveyed to Mr. Lance the views of the Concho board and management with respect to a potential transaction, including whether it was the right time to transact, given Concho's strong financial position and current stock price. Mr. Leach informed Mr. Lance that the Concho board may be supportive of a transaction if suitable terms could be reached. Mr. Leach also highlighted the Concho board's priorities with respect to the points ConocoPhillips had raised in prior discussions, including the inadequacy of the premium, the inclusion of cash consideration, and the proposed representation of only one Concho director on the ConocoPhillips board. Mr. Lance reconfirmed ConocoPhillips' interest in a potential merger and stated that ConocoPhillips was willing to offer all-stock consideration. Messrs. Lance and Leach also discussed their views as to the potential value creation opportunities of a combined company as compared to each company on a standalone basis, including increased scale and efficiencies. Mr. Leach provided that if Mr. Lance believed that the Concho board's position could serve as a basis for negotiations, Concho would be willing to sign a mutual confidentiality agreement and exchange mutual financial and operational diligence information to help the parties confirm if the transaction was expected to deliver compelling value to both parties' stockholders.

        On September 30, 2020, ConocoPhillips delivered to Concho a draft mutual confidentiality agreement, which included a customary "standstill" provision with respect to ConocoPhillips.

        On October 4, 2020, Mr. Lance contacted Mr. Leach to discuss the upcoming management meetings on October 6, 2020 and to discuss some preliminary operational due diligence questions.

        On October 5, 2020, the Concho board convened a special meeting, which was attended by representatives of Sullivan & Cromwell and members of Concho senior management, and Mr. Leach provided an update on discussions with ConocoPhillips. Mr. Leach identified the next steps would be to execute the mutual confidentiality agreement with ConocoPhillips, have a meeting between members of ConocoPhillips' and Concho's management teams for high-level due diligence and for the Concho board to review and discuss with senior management and Concho's financial advisors industry trends, a potential transaction with ConocoPhillips, potential transactions with other counterparties, continuing with Concho's standalone plan and other topics identified by the Concho board. The Concho board then engaged in discussions regarding the advisability of continuing to engage with ConocoPhillips, potential synergies, Concho's potential value, alternatives (including continuing with the company's standalone plan), Concho's ideal timing for a transaction (if at all) in light of Concho's expected third quarter results and the upcoming U.S. presidential election, the potential upside in both companies' stock, process and next steps. The Concho board then went into executive session with all members of Concho's management, including Mr. Leach, leaving the meeting. The Concho board discussed Mr. Leach's updates, including the potential for any management conflicts and the value potential in a

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transaction with ConocoPhillips. The Concho board then authorized the proposed meetings with ConocoPhillips.

        On October 5, 2020, following the meeting of the Concho board and in advance of the contemplated management meetings in Houston to be held the next day, Concho and ConocoPhillips executed the mutual confidentiality agreement.

        On October 6, 2020, Messrs. Giraud and Harper met with representatives of ConocoPhillips operations team, including Mr. Fox, W. L. (Bill) Bullock, Jr., the Executive Vice President and Chief Financial Officer of ConocoPhillips, Dominic Macklon, the Senior Vice President, Strategy, Exploration & Technology of ConocoPhillips, and Nick Olds, the Senior Vice President, Global Operations of ConocoPhillips in Houston. At the meeting, Messrs. Giraud and Harper reviewed with ConocoPhillips management certain high-level diligence information. At the meeting, Mr. Fox expressed a preference to Messrs. Giraud and Harper to execute a definitive merger agreement by the end of the month, assuming satisfactory completion of mutual diligence and agreement on terms.

        Later on October 6, 2020, Messrs. Lance and Leach spoke. Mr. Lance confirmed ConocoPhillips' preference that any transaction would be announced prior to both companies' upcoming earnings release for the third quarter of 2020. Messrs. Leach and Lance further discussed the potential for synergies and how the deal may be received by each company's investors, with Mr. Leach emphasizing that Concho was focused on the premium being provided and noting his view based on discussions with the Concho board that a 20% premium would likely be acceptable. Messrs. Leach and Lance discussed next steps, with Mr. Leach explaining that the Concho board required further information from Concho management and Concho's advisors, including the financial advisors' preliminary financial analysis with respect to a potential business combination with ConocoPhillips in order to form a more complete view. Mr. Leach informed Mr. Lance that following the Concho board's review of the information provided by management and the preliminary financial analyses reviewed and discussed by its financial advisors, assuming the Concho board remained open to pursuing a transaction, Mr. Leach would discuss with Mr. Lance the proposed combination in more detail at a later date. Later that evening, Mr. Fox sent Mr. Giraud a due diligence request list.

        On October 8, 2020, the Company B CEO contacted Mr. Leach, informed Mr. Leach that Company B was currently in advanced discussions with respect to a potential business combination transaction with another company in the E&P sector and inquired if Concho might consider an acquisition of Company B. Mr. Leach informed the Company B CEO that he would consider the matter with other members of Concho's management team and discuss it further with the Concho board.

        On October 8, 2020, a representative of an investment bank in communication with Company A contacted Mr. Harper regarding a financial analysis the investment bank had prepared for Company A involving a business combination transaction with Concho. The representative informed Mr. Harper that the Company A CEO had requested that the analysis be shared with Concho, with the goal of determining whether Concho was interested in pursuing a transaction. Mr. Harper then informed Mr. Leach of the outreach and, in consultation with other members of Concho senior management and Sullivan & Cromwell, determined to accept the analysis.

        On October 9, 2020, Mr. Harper received the combination analysis from the representative of an investment bank in communication with Company A. Mr. Harper and members of Concho's senior management then reviewed the analysis provided, which was based solely on public information with respect to Concho.

        On October 9, 2020, the ConocoPhillips board held a regularly scheduled board meeting, during which Mr. Lance updated the ConocoPhillips board regarding the discussions with Concho. The ConocoPhillips board reviewed synergies and other financial analyses prepared by ConocoPhillips

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management, and, after discussion, authorized Mr. Lance and members of senior management of ConocoPhillips to continue negotiations with Concho.

        On October 10, 2020, Mr. Leach reported the outreach from each of Company A and Company B to the lead director of the Concho board, Mark Puckett. Mr. Leach also informed Mr. Puckett that Mr. Harper had received the proposed analysis with respect to a combination with Company A. Messrs. Leach and Puckett discussed that Concho had previously reviewed in detail potential business combination transactions with each of Company A and Company B. Mr. Puckett noted that based on the prior review and discussions by the Concho board, he did not expect the Concho board to find either such transaction to be compelling and requested Mr. Leach to provide a full update on these developments to the Concho board at the upcoming meeting scheduled for October 12, 2020.

        On October 11, 2020, Messrs. Giraud, Fox, Bullock, Macklon and Olds and Andrew Hastings, Vice President, Acquisitions and Divestitures of ConocoPhillips, met in Houston to continue ConocoPhillips' due diligence investigation of Concho and to discuss the potential synergies that would support the premium being requested by the Concho board. The representatives of each of Concho and ConocoPhillips agreed that, assuming the satisfactory completion of diligence, their strong preference was to execute a transaction and announce as early as October 19, 2020.

        On October 12, 2020, the Concho board convened a special meeting, which was attended by representatives of Sullivan & Cromwell, Credit Suisse and J.P. Morgan and members of Concho senior management, to receive an update on discussions with ConocoPhillips and to review the preliminary financial analysis prepared by Credit Suisse and J.P. Morgan with respect to Concho and ConocoPhillips and a potential business combination. Mr. Leach and other members of management reported on the ongoing discussions with ConocoPhillips and its management team.

        Representatives of Credit Suisse and J.P. Morgan then reviewed with the Concho board their preliminary financial analysis with respect to Concho, ConocoPhillips and a potential business combination. This review also included a discussion of the macroeconomic environment for the E&P industry and market perspectives on Concho. Credit Suisse and J.P. Morgan also discussed ConocoPhillips and the potential strategic and financial implications of a transaction with ConocoPhillips, as well as some preliminary views on other potential acquirers. J.P. Morgan also provided the Concho board with some preliminary views on a potential business combination with Company A.

        Sullivan & Cromwell then reviewed the disclosures provided by Credit Suisse and J.P. Morgan with the Concho board with respect to their material relationships with Concho, ConocoPhillips and Company A and representatives of both Credit Suisse and J.P. Morgan confirmed that neither believed that such relationships would impair their ability to provide objective advice to the Concho board.

        Messrs. Leach and Harper then provided an update on recent outreach from Company A and Company B. Both noted for the Concho board that they believed the outreach was likely a so-called "market check" in advance of a potential business combination involving one or both of Company A and Company B. Following discussion, it was the view of the Concho board that a transaction with ConocoPhillips offered an opportunity fundamentally strategically different from, and more attractive than, a transaction with either Company A or Company B, including with respect to size, scale, diversification and the potential for future growth and value creation.

        Representatives of Sullivan & Cromwell then reviewed with the Concho board its fiduciary duties as well as the material terms and key areas for negotiation in the definitive documentation for the potential transaction, including with respect to termination fees, termination events, non-solicitation restrictions and the ability of each of the Concho board and ConocoPhillips board to change its recommendation, including in response to alternative proposals. The Board then discussed with Sullivan & Cromwell the potential terms of a definitive merger agreement, its priorities and the parameters within which management and Sullivan & Cromwell were authorized to negotiate such terms.

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        Mr. Leach then noted that while Concho needed to obtain non-public information on ConocoPhillips to confirm the value potential offered in the merger, if the Concho board was supportive of further engagement, the next step would be for the Concho board to authorize a written proposal from ConocoPhillips that would set forth all-stock consideration, the proposed financial terms that ConocoPhillips would be willing to provide, and board representation consistent with Concho's post-closing ownership.

        The Concho board then went into executive session with all members of Concho's management, including Mr. Leach, leaving the meeting. The Concho board considered the possible roles of certain Concho senior executives at ConocoPhillips, the case for size and scale in the energy and production industry, the long-term positioning and market attractiveness of "pure play" Permian operators, potential transaction synergies, headwinds facing the E&P industry and ConocoPhillips' business and assets. The Concho board also reviewed and discussed potential strategic alternatives and transaction counterparties, including Concho continuing as an independent company, with the consensus view being that no such alternative or counterparty would provide Concho stockholders with value superior to that of a merger with ConocoPhillips. The Concho board then directed the Compensation Committee to consider the treatment of equity compensation awards and other retention and severance matters in the potential transaction. Following the executive session, the Concho board conveyed to management its view of the importance of certain Concho senior executives having roles at ConocoPhillips in order to increase the synergies and efficiencies that would flow to Concho's stockholders, importantly in the Lower 48. The Concho board also instructed Mr. Leach to seek as high an exchange ratio as possible and two director seats on the ConocoPhillips board. The Concho board then determined to authorize Mr. Leach to request a written proposal from ConocoPhillips and granted Mr. Leach authority to engage in further negotiations within the parameters outlined above, and authorized Concho to engage Credit Suisse and J.P. Morgan as its financial advisors in connection with the transaction on the terms reviewed with the Concho board.

        Later in the evening of October 12, 2020, following the meeting of the Concho board, Mr. Leach contacted Mr. Lance and informed Mr. Lance that the Concho board was prepared to receive a written proposal.

        On October 13, 2020, Mr. Leach informed the Company B CEO that Concho would not be pursuing an acquisition of Company B at such time.

        On October 13, 2020, ConocoPhillips delivered a written proposal to Mr. Leach for the acquisition of Concho (which we refer to as the "Proposal Letter"), which provided for a fixed exchange ratio of 1.4450 ConocoPhillips shares per Concho share (for an implied value of $51.43 per Concho share) and a premium of approximately 15% to the October 12, 2020 closing price of Concho's shares. The Proposal Letter also invited Mr. Leach to become a member of ConocoPhillips' executive leadership team and the ConocoPhillips board and also provided that ConocoPhillips would expect to establish a new Permian basin operational headquarters for the combined company in Midland, Texas, while sharing services with ConocoPhillips' established offices in Houston and Bartlesville, Oklahoma. Shortly thereafter, Mr. Leach provided the Proposal Letter to the Concho board.

        On October 13, 2020, after further consultation with Concho's management team and representatives of Credit Suisse, J.P. Morgan, and Sullivan & Cromwell, Mr. Leach contacted Mr. Lance regarding the Proposal Letter. Mr. Leach informed Mr. Lance that he expected (consistent with his discussions with the Concho board and authorization to advance discussions) three key focus areas would need to be further addressed: (1) the highest exchange ratio that ConocoPhillips could offer; (2) two board seats for Concho on the ConocoPhillips board; and (3) more detail on the proposed role, but not the proposed merger or post-closing compensation, of certain Concho senior executives in ConocoPhillips' operations. Mr. Lance conveyed to Mr. Leach that he understood the Concho board's focus areas and that ConocoPhillips was prepared to continue negotiations taking those

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into account. Messrs. Leach and Lance discussed that both believed that the parties could obtain satisfactory resolution of such points as a whole. Based on these discussions, Mr. Leach informed Mr. Lance that Concho was prepared to proceed with negotiations and that Messrs. Leach and Lance should meet in Houston on October 15, 2020 to discuss further details of the transaction.

        In the late evening on October 13, 2020, following the discussions between Messrs. Leach and Lance, ConocoPhillips delivered to Concho an initial draft merger agreement. Among other things, the draft included provisions providing for one mutually determined Concho director to join the ConocoPhillips board, requiring each of Concho and ConocoPhillips not to solicit alternative transactions, and an obligation on each board to present the merger or related share issuance, as applicable, to its stockholders for approval even if a third party were to propose an alternative transaction that the Concho board or ConocoPhillips board determined to be a superior proposal (which we refer to as a "Force the Vote Provision"). The draft merger agreement did not include proposed figures for termination fees. From this point until the merger agreement was finalized, the parties negotiated the terms of the merger agreement, including with respect to the points described in this paragraph, consistent with the authorizations and parameters provided by the Concho and ConocoPhillips boards. For additional information regarding the final terms of the merger agreement, see the section entitled "The Merger Agreement" and a copy of the merger agreement is attached as Annex A to this joint proxy statement/prospectus.

        Also in the late evening on October 13, 2020, Bloomberg News published a story that ConocoPhillips was in advanced discussions to acquire Concho in an all-stock transaction.

        On October 14, 2020, after publication of the Bloomberg News story, Mr. Bullock contacted Mr. Giraud to discuss matters relating to the proposed merger. Mr. Bullock conveyed to Mr. Giraud during such discussions that ConocoPhillips was not willing to further increase the proposed exchange ratio from that outlined in the Proposal Letter and that such ratio was essentially ConocoPhillips' best offer. Shortly thereafter, Mr. Giraud reported the discussion to Mr. Leach.

        Thereafter on October 14, 2020, Messrs. Leach and Lance discussed the recent call between Messrs. Giraud and Bullock. Mr. Leach conveyed to Mr. Lance that, consistent with prior discussions, the Concho board had made clear to Mr. Leach that obtaining the highest exchange ratio possible for Concho stockholders was a top priority and that he did not expect the Concho board would be receptive to the proposal outlined in the Proposal Letter. Mr. Leach noted that he would be willing to recommend to the Concho board that it agree to an exchange ratio of 1.4869, representing a 17.5% premium based on the closing share prices of Concho and ConocoPhillips common stock on October 13, 2020, the last closing price before rumors of a potential transaction had appeared in the press. Later that day, after discussion with other members of senior management and Goldman Sachs, Mr. Lance offered that ConocoPhillips would be willing to agree to an exchange ratio of 1.4553, representing a 15% premium based on the closing share prices of Concho and ConocoPhillips common stock on October 13, 2020 and a 16% premium based on the closing share prices of Concho and ConocoPhillips common stock on October 12, 2020.

        On October 14, 2020, the Compensation Committee of the Concho board convened a meeting, which was attended by a representative of Sullivan & Cromwell, to discuss the treatment of equity compensation awards and other retention and severance matters in connection with the potential transaction and determined the Compensation Committee's desired treatment of such matters in connection with the potential transaction.

        On October 14, 2020, Mr. Leach also received a call from the Company A CEO inquiring whether Concho would be interested in pursuing a merger with Company A. Mr. Leach informed the Company A CEO that he would discuss the proposal further with the Concho board.

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        On October 15, 2020, Messrs. Leach, Lance, Bullock and Giraud met in Houston to discuss the proposed merger and the contemplated plans for the combined company, including with respect to the roles of certain Concho senior executives at ConocoPhillips, consistent with prior instructions from the Concho board. Mr. Lance conveyed to Mr. Leach that ConocoPhillips would offer Mr. Leach a position as a member of the ConocoPhillips board and a management role as President of the Lower 48; however, there was no discussion among the parties regarding merger or post-closing compensation matters at this time. Mr. Lance also noted that he expected Midland to serve as the center of Permian operations. Messrs. Leach and Lance discussed other deal terms, including Mr. Leach requesting an increase in the exchange ratio, but Mr. Lance did not commit to any increase in the exchange ratio or additional director seats. Mr. Leach called Mr. Lance following the meeting to further discuss an increase to the exchange ratio.

        On October 15, 2020, representatives of Wachtell Lipton, Rosen & Katz (which we refer to as "Wachtell Lipton"), ConocoPhillips' legal advisor, and Sullivan & Cromwell discussed the terms of the merger agreement and the areas of focus for their respective clients.

        On October 15, 2020, Concho delivered to ConocoPhillips a revised draft of the merger agreement consistent with the parameters discussed with the Concho board at the October 12, 2020 meeting. Among other revisions, the revised merger agreement contemplated two director seats, including Mr. Leach and one other Concho director to be agreed between Concho and ConocoPhillips, removal of the Force the Vote Provision with respect to Concho and revisions to the termination fee triggers and amounts.

        On October 16, 2020, a representative of Sullivan & Cromwell and Bill Easter, the Chairman of the Compensation Committee of the Concho board, discussed the status of discussions with Wachtell Lipton regarding the Compensation Committee's desired treatment of equity compensation awards and other retention and severance matters in connection with the potential transaction.

        On October 16, 2020, the Concho board convened a special meeting, which was attended by representatives of Sullivan & Cromwell, Credit Suisse and J.P. Morgan and members of Concho senior management, to receive an update on discussions with ConocoPhillips.

        The Concho board discussed whether pursuing a higher price could cause ConocoPhillips to terminate discussions, the price offered compared to comparable transactions and the potential market reaction, and determined Mr. Leach should continue to push for the highest exchange ratio available. Mr. Leach also provided an update on an in-bound request for discussion that he had received from Company A since the prior meeting of the Concho board. Consistent with the prior board discussions with respect to the attractiveness of a transaction with Company A, the Concho board agreed not to pursue a transaction with Company A at such time.

        Mr. Leach and representatives of Credit Suisse and J.P. Morgan then provided an overview of potential next steps. Mr. Leach stated his belief that the current proposal from ConocoPhillips appeared to present an attractive opportunity, particularly in light of comparable transactions, but that Concho should push for an increase in the premium offered.

        Thereafter, a representative of Sullivan & Cromwell summarized for the Concho board the then-current proposed terms of the merger agreement, which remained subject to negotiation. Among other things, the Concho board, together with the representatives of Sullivan & Cromwell and management, discussed the Concho board's priorities that it wished to be reflected in the terms of the merger agreement, including its current views on the range of acceptable termination fees and ability to terminate the merger agreement to accept a superior proposal, and authorized management and Sullivan & Cromwell to further negotiate the terms of the merger agreement within the parameters discussed. The Concho board also discussed with Sullivan & Cromwell the impact of the Force the

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Vote Provision, and determined that it was willing to accept this point as needed in negotiations in order to advance other priorities of the Concho board.

        The Concho board also discussed the fact that ConocoPhillips was insistent in its position that only one director would continue on the ConocoPhillips board (and that the director would be Mr. Leach). Given the existing composition of the ConocoPhillips board and after further deliberation, the view of the Concho board was that while two director seats were preferable, having one continuing director would not cause the Concho board to reject the proposed merger, assuming suitable resolution of the remaining open issues. In addition, Concho senior management discussed with the Concho board the forecasts proposed to be provided to ConocoPhillips, confirmed that the forecasts were consistent with the forecasts discussed and reviewed with the Concho board previously (and such forecasts were consistent with those that were to be presented to the Concho board at its next regularly scheduled meeting) and that more detailed information would be sent to the Concho board for their review.

        During an executive session, Mr. Easter discussed with the Concho board the Compensation Committee's desired treatment of equity compensation awards and other retention and severance matters in connection with the potential transaction.

        On October 16, 2020, Mr. Leach contacted Mr. Lance by telephone. Consistent with the Concho board's direction, Mr. Leach conveyed to Mr. Lance that Concho would require an increase in the exchange ratio to 1.47 and Concho still was seeking to obtain two director seats. Shortly thereafter, Mr. Leach updated the lead director of the Concho board, Mark Puckett, regarding the discussions with Mr. Lance.

        On October 16, 2020, representatives of Concho and ConocoPhillips, including Travis Counts, Senior Vice President, General Counsel and Corporate Secretary of Concho, and Kelly Rose, Senior Vice President, Legal and General Counsel of ConocoPhillips, and representatives of Sullivan & Cromwell and Wachtell Lipton, attended a teleconference to conduct mutual legal diligence. On the evening of October 16, 2020, members of Concho and ConocoPhillips management and representatives of their respective financial advisors attended a teleconference to discuss operational and financial diligence matters, and members of Concho and ConocoPhillips management attended a teleconference to discuss HR diligence matters.

        On October 16, 2020, ConocoPhillips sent Concho a revised draft of the merger agreement that, among other revisions, reinstated one director seat (with that seat being occupied by Mr. Leach), reinstated the Force the Vote Provision with respect to Concho and revised termination fee amounts.

        On October 17, 2020, representatives of Wachtell Lipton and Sullivan & Cromwell discussed the terms of the merger agreement and the areas of focus for their respective clients.

        On October 17, 2020, prior to the special meeting of the Concho board, Concho delivered to ConocoPhillips a revised draft of the merger agreement that, consistent with prior discussion with and authorization of the Concho board, among other revisions, reinstated two director seats (including Mr. Leach and one other director to be agreed by Concho and ConocoPhillips), accepted the Force the Vote Provisions with respect to Concho, and revised the termination fee amounts.

        On the evening of October 17, 2020, the Concho board convened a special meeting, which was attended by representatives of Sullivan & Cromwell, Credit Suisse and J.P. Morgan and members of Concho senior management, to receive an update on discussions with ConocoPhillips and at which Credit Suisse and J.P. Morgan reviewed and discussed their updated preliminary financial analysis with respect to Concho, ConocoPhillips and the proposed merger with the Concho board. Mr. Leach provided an update on the status of negotiations with ConocoPhillips. The Concho board discussed the open negotiation points, the benefits to Concho stockholders that would result from the transaction and the impact of a higher exchange ratio on future dividends and value of potential synergies and asked questions of Credit Suisse and J.P. Morgan, including regarding the proposed exchange ratio and

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negotiations. The Concho board noted that no inbound inquiries regarding a potential business combination had been received from third parties since rumors of a potential transaction with ConocoPhillips had appeared in the press.

        Credit Suisse and J.P. Morgan then each separately reviewed their respective financial analysis of the proposed merger with the Concho board. Credit Suisse and J.P. Morgan also noted the prospective dividend uplift per share resulting from the transaction to Concho stockholders if ConocoPhillips maintained its current dividend. The Concho board discussed the analyses reviewed by Credit Suisse and J.P. Morgan, potential alternatives (including continuing with Concho's standalone plan), potential synergies, trends affecting the E&P industry and the benefits and costs of increased scale. Representatives of Sullivan & Cromwell then updated the Concho board on negotiations regarding the merger agreement and the remaining open points in the merger agreement and discussed the Concho board's preferred approach to resolving such matters.

        The Concho board then discussed the terms of the potential transaction and asked questions of management, including the role of Midland at ConocoPhillips, the reaction to the leak by key stakeholders (including stockholders and employees), the economic impact of the leak on the transaction (if any), and the value proposition of the transaction (including potential synergies and dividend uplift). The Concho board further discussed its consensus view that the role of certain Concho senior executives and Concho's assets within ConocoPhillips Lower 48 operations presented a unique and compelling value proposition for Concho stockholders, which it viewed as a superior alternative to that of Concho's standalone plan or any other strategic alternative. The Concho board then went into executive session with all members of Concho's management, including Mr. Leach, leaving the meeting. The Compensation Committee of the Concho board discussed with the independent directors of the Compensation Committee the desired treatment of equity compensation awards and other retention and severance matters in connection with the potential transaction.

        On October 17 and 18, 2020, at various points throughout the day and early morning, Messrs. Leach and Lance discussed the status of negotiations, the key remaining open points, including the exchange ratio and number of seats on the ConocoPhillips board. Mr. Lance proposed an exchange ratio of 1.46, set forth ConocoPhillips' desired treatment of Concho's equity compensation awards and other retention and severance matters in connection with the potential transaction, including additional data requests resulting from the HR diligence call. Mr. Leach in a later call accepted the exchange ratio of 1.46, subject to final approval of the Concho board, but continued to push for two seats on the ConocoPhillips board. Mr. Leach also reiterated to Mr. Lance the Concho Compensation Committee's desired treatment of Concho's equity compensation awards and other retention and severance matters in connection with the potential transaction. In a subsequent call, Mr. Lance and Mr. Leach settled on one board seat, resolved the remaining retention and severance matters in connection with the potential transaction and agreed to present the proposed transaction to each of their respective boards.

        On the morning of October 18, 2020, shortly following his discussions with Mr. Lance, Mr. Leach reported to the lead director of the Concho board, Mark Puckett, the final terms of the merger being offered by ConocoPhillips. During such discussion, Mr. Puckett authorized Mr. Leach to discuss with ConocoPhillips the terms of his post-closing employment. Following such discussion, Mr. Leach and ConocoPhillips engaged in discussions with respect to his post-closing employment arrangements and Mr. Leach was formally offered a position as Executive Vice President and President of the Lower 48.

        Later in the morning of October 18, 2020, representatives of Wachtell Lipton and Sullivan & Cromwell discussed the open terms of the merger agreement and resolved the remaining open legal points, as authorized by their respective clients.

        In the afternoon of October 18, 2020, prior to the meeting of the Concho board, ConocoPhillips sent Concho a revised draft of the merger agreement reflecting, among other things, the earlier agreement of Concho and ConocoPhillips, which included an exchange ratio of 1.46, one Concho

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director (which was to be Mr. Leach) on the ConocoPhillips board and the termination fees and expense reimbursement payable by ConocoPhillips and Concho in specified circumstances as set forth in the definitive merger agreement. For additional information regarding the final terms of the merger agreement, see the section entitled "The Merger Agreement" and a copy of the merger agreement is attached as Annex A to this joint proxy statement/prospectus.

        Also in the afternoon of October 18, 2020, prior to the meeting of the Compensation Committee of the Concho board, a representative of Sullivan & Cromwell and Mr. Easter discussed the status of negotiations with Wachtell Lipton regarding treatment of equity compensation awards and other retention and severance matters in connection with the potential transaction.

        Later in the afternoon of October 18, 2020, the Compensation Committee of the Concho board convened a meeting, which was attended by a representative of Sullivan & Cromwell, to discuss the status of the treatment of equity compensation awards and other retention and severance matters in connection with the potential transaction. The Compensation Committee approved, subject to the Concho board's approval of the merger agreement and the transactions contemplated thereby, the treatment of equity compensation awards and other retention and severance matters as revised as a result of negotiations between Sullivan & Cromwell and Wachtell Lipton.

        On the afternoon of October 18, 2020, the ConocoPhillips board convened a special meeting, which was attended by representatives of Goldman Sachs, Wachtell Lipton and members of ConocoPhillips senior management. Mr. Lance provided an update on discussions with Mr. Leach and the final terms of the merger. During the meeting, Goldman Sachs representatives reviewed with the ConocoPhillips board Goldman Sachs' financial analysis summarized below under "—Opinion of Goldman Sachs, ConocoPhillips' Financial Advisor" and rendered to the ConocoPhillips board the oral opinion of Goldman Sachs, subsequently confirmed by delivery of a written opinion, dated October 18, 2020, to the ConocoPhillips board, and attached to this joint proxy statement/prospectus as Annex B, to the effect that, as of the date of Goldman Sachs' written opinion, and based upon and subject to the factors and assumptions set forth in Goldman Sachs' written opinion, the exchange ratio pursuant to the merger agreement was fair from a financial point of view to ConocoPhillips. Also during the meeting, representatives from Wachtell Lipton reviewed with the ConocoPhillips board its fiduciary duties and materials summarizing the proposed final terms of the merger agreement, which had previously been provided to the ConocoPhillips board. Following discussion, and after carefully considering the proposed terms of the transaction with Concho, and taking into consideration the matters discussed during that meeting and prior meetings of the ConocoPhillips board and the factors described below under "—Recommendation of the ConocoPhillips Board of Directors and Reasons for the Merger," the ConocoPhillips board unanimously: (i) determined that the merger agreement and the transactions contemplated by the merger agreement, including the issuance of shares of ConocoPhillips common stock in connection with the merger, are fair to, and in the best interests of, ConocoPhillips stockholders; (ii) approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including the issuance of shares of ConocoPhillips common stock in connection with the merger; and (iii) resolved to recommend that ConocoPhillips stockholders approve the issuance of shares of ConocoPhillips common stock in connection with the merger. In addition, the Human Resources and Compensation Committee of the ConocoPhillips board approved the terms of Mr. Leach's post-closing employment.

        On the evening of October 18, 2020, the Concho board convened a special meeting, which was attended by representatives of Sullivan & Cromwell, Credit Suisse and J.P. Morgan and members of Concho senior management. Mr. Leach provided an update on discussions with Mr. Lance and the final terms of the merger being offered by ConocoPhillips. The Concho board once again noted that no inbound inquiries regarding a potential business combination had been received from third parties since rumors of a potential transaction with ConocoPhillips had appeared in the press. During the meeting, representatives from Credit Suisse and J.P. Morgan each reviewed with the Concho board their

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financial analyses with respect to the proposed merger with ConocoPhillips summarized below under "—Opinion of Credit Suisse, Concho's Financial Advisor" and "—Opinion of J.P. Morgan, Concho's Financial Advisor," respectively, and, upon the request of the Concho board, each rendered its oral opinion, which was subsequently confirmed in writing, dated October 18, 2020, to the effect that, as of such date and based on and subject to the limitations, qualifications and assumptions and other matters considered in connection with the preparation of such opinion, the exchange ratio to be received by the holders of eligible shares in the merger pursuant to the merger agreement was fair, from a financial point of view, to such holders. Also during the meeting, representatives from Sullivan & Cromwell reviewed with the Concho board its fiduciary duties and materials summarizing the proposed final terms of the merger agreement, which had previously been provided to the Concho board, including the treatment of equity compensation awards and other retention and severance matters in connection with the potential transaction, which had been approved by the Compensation Committee of the Concho board earlier in the day. Following discussion, and after carefully considering the proposed terms of the transaction with ConocoPhillips, and taking into consideration the matters discussed during that meeting and prior meetings of the Concho board and the factors described below under "—Recommendation of the Concho Board of Directors and Reasons for the Merger," the Concho board unanimously: (i) declared the merger agreement and the transactions contemplated thereby, including the merger, fair to, and in the best interests of Concho and the Concho stockholders, (ii) approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger, (iii) directed that the merger agreement be submitted to the Concho stockholders for adoption at a meeting of such stockholders, (iv) recommended that the Concho stockholders vote in favor of the adoption of the merger agreement and (v) adopted the amended and restated bylaws of Concho.

        On the night of October 18, 2020, Concho and ConocoPhillips executed the definitive merger agreement.

        On the morning of October 19, 2020, Concho and ConocoPhillips issued a joint press release announcing the merger.

Recommendation of the ConocoPhillips Board of Directors and Reasons for the Merger

        The ConocoPhillips board unanimously determined the merger agreement and the transactions contemplated thereby, including the issuance of shares of ConocoPhillips common stock in connection with the merger, to be fair to, and in the best interests of, ConocoPhillips and its stockholders and approved the merger agreement and the transactions contemplated thereby, including the issuance of shares of ConocoPhillips common stock in connection with the merger. The ConocoPhillips board unanimously recommends that ConocoPhillips stockholders vote "FOR" the ConocoPhillips issuance proposal.

        In evaluating the merger, the ConocoPhillips board consulted with ConocoPhillips management, as well as ConocoPhillips' legal and financial advisors, and considered a number of factors, weighing both perceived benefits of the merger as well as potential risks of the merger.

        In the course of its deliberations, the ConocoPhillips board considered a variety of factors and information that it believes support its determinations and recommendations, including the following (which are not necessarily presented in order of relative importance):

    ConocoPhillips' view that investor interest in and sponsorship for the E&P sector will be enhanced through the consolidation of quality assets and management teams to create companies of greater scale, resilience and predictability that can deliver superior returns on and of capital through price cycles.

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    ConocoPhillips' conviction that its increased size, scale and financial strength following the merger will improve its ability, as the largest independent oil and gas company in the world, to create sustained value for all stakeholders.

    ConocoPhillips' view that Concho's executive leaders are aligned with and share a similar conviction about the efficacy and appeal of ConocoPhillips' value proposition.

    ConocoPhillips' expectation that the merger will combine two best-in-class asset portfolios (including contiguous and complementary "core-of-the-core" acreage positions across the Delaware and Midland basins) to create a massive, diversified and low cost of supply resource base of approximately 23 billion barrels of oil equivalent with a less than $40 per barrel WTI cost of supply and an average cost of supply below $30 per barrel WTI, and which expanded Permian position will provide a strong complement to ConocoPhillips' other globally diverse, low-capital-intensity legacy positions.

    ConocoPhillips' expectation that the combined company will utilize ConocoPhillips' stated disciplined capital allocation approach underpinned by the primary criterion of cost of supply and secondary criteria consisting of flexibility, affordability and alignment with ConocoPhillips' financial framework.

    ConocoPhillips' expectation that the merger will capture $500 million of annual cost and capital savings by 2022, driving an uplift in value and a sustained cost structure improvement, which ConocoPhillips believes is critical for competitiveness within the sector.

    ConocoPhillips' view that at reasonable future oil prices, and with the benefit of expected cost savings, the merger will improve per share financial metrics and enhance the combined company's ability to generate free cash flow, further enabling ConocoPhillips to return greater than 30% of cash from operations annually via a compelling dividend and additional distributions to stockholders.

    ConocoPhillips' expectation that the merger will further enhance ConocoPhillips' strong balance sheet by providing superior sustainability, resilience and flexibility and the ability to maintain a strong investment-grade rating across price cycles.

    ConocoPhillips' confidence that the merger is more attractive to ConocoPhillips than other acquisition opportunities reasonably available to ConocoPhillips, including because of Concho's high-quality, low cost of supply asset base and technical capabilities in the Permian Basin, potential synergies between the companies and the immediate actionability of the Concho acquisition opportunity.

    ConocoPhillips' belief that ConocoPhillips and Concho have similar cultures and values that are focused on safety, execution, people and a strong commitment to environmental, social and governance excellence, which serve as a platform to lead the independent energy sector into an energy transition and a low-carbon future.

    ConocoPhillips' belief that both ConocoPhillips and Concho have exceptional technical teams with complementary skill sets, which will facilitate the integration of the two companies and deliver expected results from the combined company.

    The belief that ConocoPhillips and its stockholders will benefit by retaining the experience and expertise of certain Concho senior executives, which will further serve to ensure a successful integration, strong future performance and long-term value creation.

    The ConocoPhillips board's knowledge of, and discussions with ConocoPhillips management and its advisors regarding, each of ConocoPhillips' and Concho's business operations, financial

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      condition, earnings and prospects, taking into account Concho's publicly-filed information and the results of ConocoPhillips' due diligence investigation of Concho.

    The ConocoPhillips' senior management team's recommendation in support of the merger.

    The oral opinion of Goldman Sachs rendered to the ConocoPhillips board on October 18, 2020, subsequently confirmed by delivery of Goldman Sachs' written opinion, dated October 18, 2020, to the ConocoPhillips board, and attached to this joint proxy statement/prospectus as Annex B, to the effect that, as of the date of Goldman Sachs' written opinion, and based upon and subject to the factors and assumptions set forth in Goldman Sachs' written opinion, the exchange ratio pursuant to the merger agreement was fair from a financial point of view to ConocoPhillips; for additional information, see the section entitled "The Merger—Opinion of Goldman Sachs, ConocoPhillips' Financial Advisor" and the full text of the written opinion of Goldman Sachs attached as Annex B to this joint proxy statement/prospectus.

    ConocoPhillips' belief that the restrictions imposed on ConocoPhillips' business and operations during the pendency of the merger are reasonable and not unduly burdensome.

    That the exchange ratio is fixed and will not fluctuate in the event that the market price of Concho common stock increases relative to the market price of ConocoPhillips common stock between the date of the merger agreement and the completion of the merger.

    The likelihood of consummation of the merger and the ConocoPhillips board's evaluation of the likely time period necessary to close the merger.

    ConocoPhillips' expectation that ConocoPhillips will continue to be led by a strong, experienced ConocoPhillips management team, with the current Chairman and Chief Executive Officer of Concho joining the management team as well as the ConocoPhillips board post-merger, which will add further valuable expertise and experience and in-depth familiarity with Concho to the ConocoPhillips board and management team, enhancing the likelihood of realizing the integration and strategic benefits that ConocoPhillips expects to derive from the merger.

    That the ConocoPhillips stockholders will have the opportunity to vote on the ConocoPhillips issuance proposal, which is a condition precedent to the merger.

    The representations, warranties, covenants and conditions contained in the merger agreement, including the following (which are not necessarily presented in order of relative importance):

    That ConocoPhillips has the ability, in specified circumstances, to provide information to and to engage in discussions or negotiations with a third party that makes an unsolicited acquisition proposal, as further described in the section entitled "The Merger Agreement—No Solicitation; Changes of Recommendation."

    That the ConocoPhillips board has the ability, in specified circumstances, to change its recommendation to ConocoPhillips stockholders in favor of the ConocoPhillips issuance proposal, as further described in the section entitled "The Merger Agreement—No Solicitation; Changes of Recommendation."

    That there are limited circumstances in which the Concho board may terminate the merger agreement or change its recommendation that Concho stockholders approve the merger proposal, and if the merger agreement is terminated under specified circumstances, including by ConocoPhillips as a result of a change in recommendation of the Concho board or because Concho has willfully and materially breached its non-solicitation obligations, then in each case Concho has agreed to pay ConocoPhillips a termination fee of $300 million. For additional information, see the section entitled "The Merger Agreement—Termination."

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      That if the merger agreement is terminated by either party because Concho stockholders have not approved the merger proposal, then Concho has agreed to pay ConocoPhillips an expense reimbursement fee of $95 million. For additional information, see the section entitled "The Merger Agreement—Termination."

      The requirement that Concho hold a stockholder vote on the approval of the merger proposal, even if the Concho board has withdrawn or changed its recommendation in favor of the merger proposal, and the inability of Concho to terminate the merger agreement in connection with an acquisition proposal. For additional information, see the section entitled "The Merger Agreement—No Solicitation; Changes of Recommendation."

        In the course of its deliberations, the ConocoPhillips board also considered a variety of risks, uncertainties and other potentially negative factors, including the following (which are not necessarily presented in order of relative importance):

    That the merger may not be completed in a timely manner or at all and the potential consequences of non-completion or delays in completion.

    The effect that the length of time from announcement of the merger until completion of the merger could have on the market price of ConocoPhillips common stock, ConocoPhillips' operating results and ConocoPhillips' relationship with its employees, stockholders and industry contacts and others who do business with ConocoPhillips.

    That the integration of ConocoPhillips and Concho may not be as successful as expected and that the anticipated benefits of the merger may not be realized in full or in part, including the risk that synergies and cost-savings may not be achieved or not achieved in the expected time frame.

    That the attention of ConocoPhillips' senior management may be diverted from other strategic priorities to focus on implementing the merger, including making arrangements for the integration of Concho's and ConocoPhillips' operations, assets and employees following the merger.

    That Concho stockholders may not approve the merger proposal or that ConocoPhillips stockholders may not approve the ConocoPhillips issuance proposal.

    That the exchange ratio is fixed and will not fluctuate in the event that the market price of ConocoPhillips common stock increases relative to the market price of Concho common stock between the date of the merger agreement and the completion of the merger.

    That the merger agreement imposes restrictions on ConocoPhillips' ability to solicit alternative transactions and make certain acquisitions, which are described in the sections entitled "The Merger Agreement—Interim Operations of Concho and ConocoPhillips Pending the Merger" and "The Merger Agreement—No Solicitation; Changes of Recommendation."

    That there are limited circumstances in which the ConocoPhillips board may terminate the merger agreement or change its recommendation that ConocoPhillips stockholders approve the ConocoPhillips issuance proposal, and if the merger agreement is terminated under specified circumstances, including by Concho as a result of a change in recommendation of the ConocoPhillips board or because ConocoPhillips has willfully and materially breached its non-solicitation obligations, then ConocoPhillips has agreed to pay Concho a reverse termination fee of $450 million. For additional information, see the section entitled "The Merger Agreement—Termination."

    That if the merger agreement is terminated by either party because ConocoPhillips stockholders have not approved the merger proposal, then ConocoPhillips has agreed to pay Concho an expense reimbursement fee of $142.5 million. For additional information, see the section entitled "The Merger Agreement—Termination."

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    The requirement that ConocoPhillips hold a stockholder vote on the approval of the ConocoPhillips issuance proposal, even if the ConocoPhillips board has withdrawn or changed its recommendation in favor of the ConocoPhillips issuance proposal, and the inability of ConocoPhillips to terminate the merger agreement in connection with an acquisition proposal. For additional information, see the section entitled "The Merger Agreement—No Solicitation; Changes of Recommendation."

    The transaction costs to be incurred by ConocoPhillips in connection with the merger.

    The likelihood of lawsuits being brought against ConocoPhillips, Concho or their respective boards in connection with the merger.

    The risks associated with the occurrence of events that may materially and adversely affect the financial condition, properties, assets, liabilities, business or results of operations of Concho and its subsidiaries but that will not entitle ConocoPhillips to terminate the merger agreement.

    The potential impact on the market price of ConocoPhillips common stock as a result of the issuance of the merger consideration to holders of eligible shares of Concho common stock.

    Various other risks described in the section entitled "Risk Factors" beginning on page 41.

        The ConocoPhillips board considered all of these factors as a whole and unanimously that the merger agreement and the transactions contemplated thereby, including the issuance of shares of ConocoPhillips common stock in connection with the merger, were in the interest of ConocoPhillips stockholders. The foregoing discussion of the information and factors considered by the ConocoPhillips board in reaching its conclusions and recommendation includes the principal factors considered by the ConocoPhillips board, but is not intended to be exhaustive and may not include all of the factors considered by the ConocoPhillips board. In view of the wide variety of factors considered by the ConocoPhillips board in connection with its evaluation of the merger and the complexity of these matters, the ConocoPhillips board did not consider it practical to, nor did it attempt to, quantify, rank or otherwise assign relative or specific weights to the specific factors that it considered in reaching its decision. Rather, the ConocoPhillips board viewed its decisions as being based on the totality of the factors and information it considered. In considering the factors described above and any other factors, individual members of the ConocoPhillips board may have viewed factors differently or given different weight or merit to different factors.

        The foregoing discussion of the information and factors considered by the ConocoPhillips board is forward-looking in nature and should be read in light of the factors described in the section entitled "Cautionary Statement Regarding Forward-Looking Statements."

Opinion of Goldman Sachs, ConocoPhillips' Financial Advisor

        At a meeting of the ConocoPhillips board, Goldman Sachs rendered to the ConocoPhillips board its oral opinion, subsequently confirmed by delivery of a written opinion, dated October 18, 2020, to the ConocoPhillips board, to the effect that, as of the date of Goldman Sachs' written opinion, and based upon and subject to the factors and assumptions set forth in Goldman Sachs' written opinion, the exchange ratio pursuant to the merger agreement was fair from a financial point of view to ConocoPhillips.

        The full text of the written opinion of Goldman Sachs, dated October 18, 2020, which sets forth the assumptions made, procedures followed, matters considered, qualifications and limitations on the review undertaken in connection with the opinion, is attached to this joint proxy statement/prospectus as Annex B. The summary of Goldman Sachs' opinion contained in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of Goldman Sachs' written opinion. Goldman Sachs' advisory services and opinion were provided for the information and assistance of the

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ConocoPhillips board in connection with its consideration of the merger and the opinion does not constitute a recommendation as to how any ConocoPhillips stockholder should vote with respect to the merger or any other matter.

        In connection with delivering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

    the merger agreement;

    annual reports to stockholders and Annual Reports on Form 10-K of ConocoPhillips and Concho for the five years ended December 31, 2019;

    certain interim reports to stockholders and Quarterly Reports on Form 10-Q of ConocoPhillips and Concho;

    certain other communications from ConocoPhillips and Concho to their respective stockholders;

    certain publicly available research analyst reports for ConocoPhillips and Concho; and

    certain internal financial analyses and forecasts for Concho on a standalone basis prepared by its management; certain internal financial analyses and forecasts for ConocoPhillips on a standalone basis, certain financial analyses and forecasts for Concho on a standalone basis, and certain internal financial analyses and forecasts for ConocoPhillips on a pro-forma basis giving effect to the merger, in each case as prepared by the management of ConocoPhillips and approved for Goldman Sachs' use by ConocoPhillips (which we refer to as the "forecasts"), including certain operating synergies projected by the management of ConocoPhillips to result from the merger, as approved for Goldman Sachs' use by ConocoPhillips (which we refer to as the "ConocoPhillips synergies") (as described in the section entitled "—ConocoPhillips Unaudited Forecasted Financial Information").

        Goldman Sachs also held discussions with members of the senior managements of ConocoPhillips and Concho regarding their assessment of the past and current business operations, financial condition and future prospects of Concho and with the members of senior management of ConocoPhillips regarding their assessment of the past and current business operations, financial condition and future prospects of ConocoPhillips and the strategic rationale for, and the potential benefits of, the merger; reviewed the reported price and trading activity for the shares of ConocoPhillips common stock and the shares of Concho common stock; compared certain financial and stock market information for ConocoPhillips and Concho with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the oil and gas exploration and production industry; and performed such other studies and analyses, and considered such other factors, as Goldman Sachs deemed appropriate.

        For purposes of rendering its opinion, Goldman Sachs, with the consent of the ConocoPhillips board, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, Goldman Sachs, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with the consent of the ConocoPhillips board that the forecasts, including the ConocoPhillips synergies, were reasonably prepared on a basis reflecting the best then available estimates and judgments of the management of ConocoPhillips. Goldman Sachs did not make an independent evaluation, appraisal or geological or technical assessment of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of ConocoPhillips or Concho or any of their respective subsidiaries and Goldman Sachs was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the merger would be obtained without any adverse effect on ConocoPhillips or Concho or on the expected benefits of the merger in any way meaningful to

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Goldman Sachs' analysis. Goldman Sachs also assumed that the merger would be consummated on the terms set forth in the merger agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

        Goldman Sachs' opinion did not address the underlying business decision of ConocoPhillips to engage in the merger, or the relative merits of the merger as compared to any strategic alternatives that may be available to ConocoPhillips; nor did it address any legal, regulatory, tax or accounting matters. Goldman Sachs' opinion addressed only the fairness from a financial point of view to ConocoPhillips, as of the date of its written opinion, of the exchange ratio pursuant to the merger agreement. Goldman Sachs did not express any view on, and its opinion did not address, any other term or aspect of the merger agreement or merger or any term or aspect of any other agreement or instrument contemplated by the merger agreement or entered into or amended in connection with the merger, including, the fairness of the merger to, or any consideration received in connection therewith by, the holders of any class of securities, creditors, or other constituencies of ConocoPhillips; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of ConocoPhillips or Concho, or any class of such persons in connection with the merger, whether relative to the exchange ratio pursuant to the merger agreement or otherwise. Goldman Sachs did not express any opinion as to the prices at which shares of ConocoPhillips common stock or Concho common stock would trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on ConocoPhillips or Concho, or the merger, or as to the impact of the merger on the solvency or viability of ConocoPhillips or Concho or the ability of ConocoPhillips or Concho to pay their respective obligations when they come due. Goldman Sachs' opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of its written opinion and Goldman Sachs assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its written opinion. Goldman Sachs' advisory services and its opinion were provided for the information and assistance of the ConocoPhillips board in connection with its consideration of the merger and the opinion does not constitute a recommendation as to how any holder of shares of ConocoPhillips common stock should vote with respect to the merger or any other matter. Goldman Sachs' opinion was approved by a fairness committee of Goldman Sachs.

Summary of Financial Analyses

        The following is a summary of the material financial analyses presented by Goldman Sachs to the ConocoPhillips board in connection with rendering to the ConocoPhillips board the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs' financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before October 16, 2020, the last completed trading day prior to announcement of the merger, and is not necessarily indicative of current or future market conditions.

Implied Premia and Multiple Analysis

        Goldman Sachs calculated and compared certain premia and multiples using various prices per share of Concho common stock and the implied value of the merger consideration to be paid by ConocoPhillips for each share of Concho common stock pursuant to the merger agreement. For purposes of its analysis, Goldman Sachs calculated an implied value of the merger consideration of

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$49.30 (which we refer to as the "implied merger consideration value") by multiplying the exchange ratio of 1.46 pursuant to the merger agreement by $33.77, the closing price for the shares of ConocoPhillips common stock on October 16, 2020, the last completed trading day prior to announcement of the merger.

        Goldman Sachs calculated the following:

    The premium represented by the implied merger consideration value of $49.30 per share of Concho common stock relative to:

    $44.14, the closing price of the shares of Concho common stock on October 13, 2020 (which we refer to as the "Concho undisturbed closing price"), the date a rumor of the merger was reported in the financial press;

    $44.14, the volume weighted average price (which we refer to as "VWAP") of the shares of Concho common stock over the 10-trading-day period ended October 13, 2020 (which we refer to as the "Concho 10-day VWAP");

    $44.93, the VWAP of the shares of Concho common stock over the 20-trading-day period ended October 13, 2020 (which we refer to as the "Concho 20-day VWAP");

    $93.11, the highest daily closing price of the shares of Concho common stock over the 52-week period ended October 13, 2020 (which we refer to as the "Concho 52-week high"); and

    $36.00, the lowest daily closing price of the shares of Concho common stock over the 52-week period ended October 13, 2020 (which we refer to as the "Concho 52-week low").

        The results of these calculations are as follows:

Concho Reference Share Price
  Implied Premium Represented by the
Implied Merger Consideration Value of
$49.30 per Concho Share
 

Undisturbed closing price of $44.14

    11.7 %

Undisturbed 10-day VWAP of $44.14

    11.7 %

Undisturbed 20-day VWAP of $44.93

    9.7 %

Undisturbed 52-week high of $93.11

    (47.0 )%

Undisturbed 52-week low of $36.00

    37.0 %

        In addition, Goldman Sachs calculated an implied equity value for Concho by multiplying the implied merger consideration value by the total number of fully diluted shares of Concho common stock outstanding as of October 16, 2020, calculated based on equity information provided by Concho management and approved for Goldman Sachs' use by ConocoPhillips management. Goldman Sachs then calculated an enterprise value for Concho by adding to the implied equity value calculated for Concho, Concho's net debt (calculated as financial debt, less cash and cash equivalents ("net debt")) as of June 30, 2020, as reflected in Concho's consolidated balance sheet as of that date, adjusted to reflect Concho's public offering of its 2.400% Senior Notes in August 2020 and redemption of its 4.375% Senior Notes in September 2020.

        Using the foregoing, Goldman Sachs calculated the following multiples:

    The implied enterprise value for Concho as a multiple of the estimated earnings before interest, taxes, depreciation, amortization and exploration expense (which we refer to as "EBITDAX") of Concho on a standalone basis for calendar years 2020 and 2021, as reflected in (i) the median estimates published by the Institutional Brokers' Estimate System (which we refer to as "IBES Estimates") for Concho and (ii) the forecasts.

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        The results of these calculations are as follows:

Metric
  Concho Enterprise Value / EBITDAX  

2020E EBITDAX (Forecasts)

    4.8x  

2021E EBITDAX (Forecasts)

    5.8x  

2020E EBITDAX (IBES Estimates)

    5.0x  

2021E EBITDAX (IBES Estimates)

    5.7x  

        Based on the foregoing, Goldman Sachs also calculated the following multiples:

    The implied merger consideration value as a multiple of estimated cash flow per share (which we refer to as "CFPS") of Concho on a standalone basis for calendar years 2020 and 2021, as reflected in (i) the IBES Estimates for Concho and (ii) the forecasts.

        The results of these calculations are as follows:

Metric
  Implied Merger Consideration Value / CFPS  

2020E CFPS (Forecasts)

    3.5x  

2021E CFPS (Forecasts)

    4.5x  

2020E CFPS (IBES Estimates)

    3.9x  

2021E CFPS (IBES Estimates)

    4.6x  

Illustrative Discounted Cash Flow Analysis—Concho Standalone

        Using the forecasts for Concho, Goldman Sachs performed an illustrative discounted cash flow analysis of Concho, to derive a range of illustrative present values per share of Concho common stock on a standalone basis.

        Using discount rates ranging from 5.5% to 7.5%, reflecting estimates of Concho's weighted average cost of capital, Goldman Sachs discounted to present value as of June 30, 2020 (i) estimates of the unlevered free cash flows to be generated by Concho on a standalone basis for the period from June 30, 2020 to December 31, 2025, as reflected in the forecasts for Concho, and (ii) a range of illustrative terminal values for Concho as of December 31, 2025, calculated by applying perpetuity growth rates ranging from (0.5)% to 0.5% to the estimate of the terminal year unlevered free cash flow of Concho, as reflected in the forecasts for Concho (which analysis implied multiples of the implied terminal values derived for Concho to estimated earnings before interest, taxes, depreciation, and amortization expense (which we refer to as "EBITDA") for Concho, as reflected in the forecasts for Concho, for 2025, ranging from 3.9x to 6.3x). Goldman Sachs derived the discount rates referenced above by application of the capital asset pricing model (which we refer to as "CAPM"), which requires certain company-specific inputs, including the company's target capital structure weightings, the cost of long-term debt, future applicable marginal cash tax rate and a beta for the company, as well as certain financial metrics for the United States financial markets generally. The range of perpetuity growth rates was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account the forecasts for Concho on a standalone basis and market expectations regarding long-term real growth of gross domestic product and inflation. Goldman Sachs derived a range of illustrative enterprise values for Concho by adding the ranges of present values it derived as described above. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived the net debt of Concho as of June 30, 2020, as reflected in Concho's consolidated balance sheet as of that date, adjusted to reflect Concho's public offering of its 2.400% Senior Notes in August 2020 and redemption of its 4.375% Senior Notes in September 2020, to derive a range of illustrative equity values for Concho. Goldman Sachs then divided the range of illustrative equity values it derived for Concho on a standalone basis by the fully diluted shares of Concho common stock outstanding as of October 16, 2020, calculated based on equity information provided by Concho management and approved for

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Goldman Sachs' use by ConocoPhillips management, to derive a range of illustrative present values per share of Concho common stock on a standalone basis of $60.88 to $104.98.

Premia Paid Analysis

        Goldman Sachs analyzed the premia paid in certain acquisition transactions listed below announced since 2009 with a transaction value of greater than $1 billion involving publicly traded target companies in the oil and gas exploration and production industry. With respect to each of these transactions, Goldman Sachs calculated the implied premium of the price paid in the transactions relative to the last undisturbed closing share price of the target company. The following table presents the results of this analysis:

Announcement Date
  Target   Acquirer   Premium to 1-Day
Prior to
Announcement
 
All-Stock Consideration Transactions:                
5/11/15   Rosetta Resources Inc.   Noble Energy, Inc.     37.7 %
11/1/18   Newfield Exploration Company   Encana Corporation     35.4 %
3/28/18   RSP Permian, Inc.   Concho Resources Inc.     29.1 %
12/14/09   XTO Energy Inc.   Exxon Mobil Corporation     24.6 %
2/21/13   Berry Petroleum Company   LINN Energy, LLC     19.8 %
8/14/18   Energen Corporation   Diamondback Energy, Inc.     19.0 %
5/16/16   Memorial Resource Development Corp.   Range Resources Corporation     17.1 %
10/14/19   Jagged Peak Energy Inc.   Parsley Energy, Inc.     11.2 %
7/20/20   Noble Energy, Inc.   Chevron Corporation     7.6 %
7/15/19   Carrizo Oil & Gas, Inc.   Callon Petroleum Company     6.7 %
9/28/20   WPX Energy   Devon Energy     2.6 %
8/26/19   SRC Energy Inc.   PDC Energy, Inc.     0.5 %
        Average 1-Day Implied Premium     18 %

        Although none of the selected transactions is directly comparable to the merger, the target companies in the selected transactions were companies with operations that, for the purposes of analysis, may be considered similar to certain of Concho's results and product candidate profile, and as such, for purposes of analysis, the selected transactions may be considered similar to the merger.

        Based on its review of the foregoing data and its professional judgment and experience, Goldman Sachs applied a range of illustrative premia of 0.5%-37.7% to the Concho undisturbed closing price of $44.14. This analysis resulted in a range of implied values per share of Concho common stock of $44.36 to $60.78.

Discounted Cash Flow Analysis—ConocoPhillips Standalone

        Goldman Sachs performed an illustrative discounted cash flow analysis of ConocoPhillips, on a standalone basis, to derive a range of illustrative present values per share of ConocoPhillips common stock on a standalone basis.

        Using discount rates ranging from 5.0% to 7.0%, reflecting estimates of ConocoPhillips' weighted average cost of capital, Goldman Sachs discounted to present value as of June 30, 2020 (i) estimates of the unlevered free cash flows to be generated by ConocoPhillips on a standalone basis, for the period from June 30, 2020 to December 31, 2025, as reflected in the forecasts for ConocoPhillips, and (ii) a range of illustrative terminal values for ConocoPhillips on a standalone basis as of December 31, 2025, calculated by applying perpetuity growth rates ranging from (0.5)% to 0.5% to the estimate of the terminal year unlevered free cash flow of ConocoPhillips, as reflected in the forecasts for ConocoPhillips (which analysis implied multiples of the implied terminal values derived for ConocoPhillips to EBITDA for ConocoPhillips, as reflected in the forecasts for ConocoPhillips on a

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standalone basis, for 2025, ranging from 4.3x to 7.3x). Goldman Sachs derived the discount rates referenced above by application of CAPM. The range of perpetuity growth rates was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account the forecasts for ConocoPhillips on a standalone basis and market expectations regarding long-term real growth of gross domestic product and inflation.

        Goldman Sachs derived a range of illustrative enterprise values for ConocoPhillips on a standalone basis by adding the ranges of present values it derived as described above. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived the net debt of ConocoPhillips on a standalone basis as of June 30, 2020, as provided by ConocoPhillips management, to derive a range of illustrative equity values for ConocoPhillips on a standalone basis. Goldman Sachs then divided the range of illustrative equity values it derived for ConocoPhillips on a standalone basis by the fully diluted shares of ConocoPhillips common stock outstanding as of October 16, 2020, calculated based on equity information provided by ConocoPhillips management, to derive a range of illustrative present values per share of ConocoPhillips common stock on a standalone basis of $47.58 to $81.97.

Discounted Cash Flow Analysis—ConocoPhillips Pro Forma

        Goldman Sachs performed an illustrative discounted cash flow analysis of ConocoPhillips, on a pro forma basis, giving effect to the merger to derive a range of illustrative present values per share of ConocoPhillips common stock on a pro forma basis.

        Using discount rates ranging from 5.0% to 7.0%, reflecting estimates of ConocoPhillips' weighted average cost of capital, Goldman Sachs discounted to present value as of October 16, 2020 (i) estimates of the unlevered free cash flows to be generated by ConocoPhillips on a pro forma basis taking into account the ConocoPhillips synergies for the period from June 30, 2020 to December 31, 2025, as reflected in the forecasts for ConocoPhillips on a pro forma basis, and (ii) a range of illustrative terminal values for ConocoPhillips on a pro forma basis as of December 31, 2025, calculated by applying perpetuity growth rates ranging from (0.5)% to 0.5% to the estimate of the terminal year unlevered free cash flow of ConocoPhillips, as reflected in the forecasts for ConocoPhillips taking into account the ConocoPhillips synergies (which analysis implied multiples of the implied terminal values derived for ConocoPhillips to estimated EBITDA for ConocoPhillips, as reflected in the forecasts on a pro forma basis for ConocoPhillips, for 2025, ranging from 4.5x to 7.5x). Goldman Sachs derived the discount rates referenced above by application of CAPM. The range of perpetuity growth rates was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account the forecasts on a pro forma basis (including the ConocoPhillips synergies) and market expectations regarding long-term real growth of gross domestic product and inflation.

        Goldman Sachs derived a range of illustrative enterprise values for ConocoPhillips on a pro forma basis by adding the ranges of present values it derived as described above. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived the net debt of ConocoPhillips on a pro forma basis as of June 30, 2020, as provided by ConocoPhillips management, to derive a range of illustrative equity values for ConocoPhillips on a pro forma basis. Goldman Sachs then divided the range of illustrative equity values it derived for ConocoPhillips on a pro forma basis by the fully diluted shares of ConocoPhillips common stock outstanding as of October 16, 2020, calculated based on equity information provided by ConocoPhillips management, to derive a range of illustrative present values per share of ConocoPhillips common stock on a pro forma basis of $49.96 to $86.52.

General

        The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes

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underlying Goldman Sachs' opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to Concho, ConocoPhillips, or the merger.

        Goldman Sachs prepared these analyses for purposes of providing its opinion to the ConocoPhillips board as to the fairness from a financial point of view to ConocoPhillips, as of the date of its written opinion, of the exchange ratio pursuant to the merger agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon projections of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of ConocoPhillips, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

        The merger consideration was determined through arm's-length negotiations between ConocoPhillips and Concho and was approved by the ConocoPhillips board. Goldman Sachs provided advice to ConocoPhillips during these negotiations. Goldman Sachs did not, however, recommend any specific consideration to ConocoPhillips or the ConocoPhillips board or that any specific consideration constituted the only appropriate consideration for the merger.

        As described above, Goldman Sachs' opinion was one of many factors taken into consideration by the ConocoPhillips board in making its determination to approve the merger. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the delivery of its fairness opinion to the ConocoPhillips board and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex B to this joint proxy statement/prospectus.

        Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of ConocoPhillips, Concho and any of their respective affiliates and third parties or any currency or commodity that may be involved in the merger. Goldman Sachs acted as financial advisor to ConocoPhillips in connection with, and has participated in certain of the negotiations leading to, the merger. Goldman Sachs expects to receive fees for its services in connection with the merger, the principal portion of which is contingent upon consummation of the merger, and ConocoPhillips has agreed to reimburse certain of its expenses arising, and indemnify Goldman Sachs against certain liabilities that may arise, out of its engagement. Goldman Sachs has provided certain financial advisory and/or underwriting services to ConocoPhillips and/or its affiliates from time to time for which its Investment Banking Division has received, and may receive, compensation, including having acted as dealer with respect to ConocoPhillips' commercial paper program since December 2010. During the two year period ended October 18, 2020, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by its Investment Banking Division to ConocoPhillips and/or its affiliates of approximately $1,000. During the two year period ended October 18, 2020, the Investment Banking Division of Goldman Sachs has not been engaged by Concho or its affiliates to provide financial advisory or underwriting services for which Goldman Sachs has recognized compensation. Goldman Sachs may also in the future provide financial advisory and/or underwriting

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services to ConocoPhillips, Concho and their respective affiliates for which its Investment Banking Division may receive compensation.

        The ConocoPhillips board selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the merger. Pursuant to an engagement letter dated October 14, 2020, ConocoPhillips engaged Goldman Sachs to act as its financial advisor in connection with the merger. The engagement letter between ConocoPhillips and Goldman Sachs provides for a transaction fee of $30 million, $1.5 million of which was payable upon delivery of Goldman Sachs' fairness opinion, and the remainder of which is payable contingent upon completion of the merger. In addition, ConocoPhillips agreed to reimburse Goldman Sachs for certain of its expenses and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

Recommendation of the Concho Board of Directors and Reasons for the Merger

        By unanimous vote, the Concho board, at a meeting held on October 18, 2020, (a) determined that the merger agreement and the transactions contemplated thereby, including the merger, are fair to, and in the best interests of, Concho and the Concho stockholders, (b) approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger, and (c) resolved to recommend that the Concho stockholders approve and adopt the merger agreement and the transactions contemplated thereby, including the merger. The Concho board unanimously recommends that Concho stockholders vote "FOR" the merger proposal and "FOR" the non-binding compensation advisory proposal.

        In the course of reaching its determination and recommendation, the Concho board met several times to consider a potential transaction with ConocoPhillips, including in executive session, and consulted with Concho's senior management, outside legal counsel and financial advisors. In recommending that Concho stockholders vote their shares of Concho common stock in favor of adoption of the merger agreement, the Concho board also considered a number of factors, including the following factors (not necessarily in order of relative importance) which the Concho board viewed as being generally positive or favorable in coming to its determination and recommendation:

    Value and nature of the consideration to be received in the merger by Concho's stockholders.

    Use of equity in the merger.    The all-stock consideration enables Concho's stockholders to have a significant ownership position in the combined company (expected to be 21% of the combined company) and participate in the value and opportunities of the combined company after the merger, including dividends, stock buybacks, potential future increases in commodity prices and expected future growth.

    Capital return.    ConocoPhillips has historically paid a quarterly dividend ($0.43 per share for the most recently completed quarter) and has publicly stated its intent to increase its quarterly dividend, reflecting a commitment to returning capital to stockholders and protecting its dividend. Based on ConocoPhillips' current dividend and the exchange ratio, Concho stockholders are expected to receive an increase of $1.71 per share in dividends annually from Concho's current $0.80 per share annual dividend (or 3.9% of the closing price of Concho common stock on the last trading day prior to public reports with respect to the merger, which we refer to as "Concho's Unaffected Stock Price"). The Concho board's belief that the combined company will have significant financial flexibility to continue ConocoPhillips' dividend payments and its capital return philosophy.

    Premium.    The exchange ratio of 1.46 shares of ConocoPhillips common stock for each share of Concho common stock applied to Concho's Unaffected Stock Price represents a 15% premium to Concho's Unaffected Stock Price.

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      ConocoPhillips stock.    The Concho board's belief that the shares of ConocoPhillips common stock that will be delivered to Concho stockholders as merger consideration are a highly attractive currency that will benefit in the near and long term from the combination's significant synergies described in more detail below.

    Benefits of a combined company.

    Scale.    The Concho board's expectation that the global scale of the combined company following the merger will reduce cash flow volatility and better support strategic investment. The Concho board's expectation that the combined company will have enhanced scale, resiliency, diversification and resources to generate solid free cash flow and drive long-term value creation, including a resource base of approximately 23 billion barrels of oil equivalent. Further, Concho operates in an industry that (i) faces significant potential financial and operating risks associated with environmental and other regulatory considerations and (ii) faces growing pressure to diversify away from fossil fuels, which threaten Concho's long-term valuation and access to capital as a standalone entity. The combined company's larger, diversified asset portfolio will de-risk Concho's current portfolio and lessen any potential future impact from legal or regulatory changes or initiatives in the United States. The Concho board's expectation that the increased scale will also provide the combined company with (a) improved ability to withstand commodity supply and demand and price volatility, which have been heightened due to COVID-19's severe impact on global commodity demand, and (b) greater resources to address Environmental, Social and Governance matters (which we refer to as "ESG").

    Low capital intensity.    The Concho board's expectation that the combined company's low-capital-intensity resource base, which will be underpinned by a low decline rate, will contribute to strong free cash flow. The Concho board's expectation that Concho stockholders will benefit from ConocoPhillips' portfolio of low decline assets, which will provide sustainability in future free cash flow growth and capital returns to stockholders.

    Multi-basin vs. pure play business model.    The Concho board's expectation that the multi-basin business model for exploration and production companies and the unique size and the operational footprint of the combined company reduces risks and provides distinct advantages over the pure play, or single-basin, model. The Concho board's expectation that the combined company will benefit from the optionality provided from several large-scale positions in quality resource plays and that capital investments will be able to be redeployed between active drilling areas to react in a timely manner to changes in commodity prices, regulatory conditions, returns, regional takeaway constraints and other factors.

    Continuing influence.    The Concho board's expectation that Concho stockholders will have continuing influence on the execution of the strategy and business plan of the combined company through the appointment of Mr. Leach and potentially other members of Concho senior management to senior management roles within ConocoPhillips. Further, Mr. Leach is expected to serve as a director on the ConocoPhillips board. The Concho board expects these roles will give Mr. Leach and, if applicable, other members of Concho senior management the platform to incorporate Concho's operational strengths into the combined company's significantly larger Lower 48 portfolio and further create value for Concho stockholders through significant ownership in the combined company.

    Synergies.    The Concho board's expectation that the merger will result in Concho stockholders being able to participate in an estimated $500 million in annual cost savings by 2022; $400 million of which will originate from ConocoPhillips, including $250 million through a refocused exploration program (i.e., reduction in exploration capital budget, direct general and administrative (G&A) expense and direct geological and geophysical (G&G)

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        costs) plus additional cost savings through general administrative and regional costs. Another $100 million in annual cost savings are expected to originate from Concho, and the combined company may also be able to achieve further reverse synergies if Concho's lower well costs in the Permian Basin are successfully applied to the combined company's other wells in the Permian Basin.

      Strong pro forma balance sheet.    The Concho board's expectation that the merger will be credit-enhancing and ConocoPhillips after the merger will have a strong investment-grade credit rating (currently A and A3). The Concho board's expectation that the combined company will be less susceptible to pricing risk due to its mix of resources (unconventional and conventional, oil, gas and LNG) and geographical diversification (operations and activities in 17 countries).

      Improved cost of capital.    The Concho board's expectation that the size of the combined company will lead to a materially lower cost of capital. The Concho board's expectation that the combined company will have low cost of supply, which will lead to improved credit ratings, lower cost of capital and improved access to capital markets. The Concho board's expectation that the combined company will have a greater ability to fund major projects and sustain and maximize returns to stockholders over time than Concho currently has on a standalone basis.

      Shared values; ESG.    Concho and ConocoPhillips share core values of integrity, collaboration, accountability and caring of people and the environment, and the combined workforce is expected to continue to increase efficiency and deliver stockholder value. The companies share a commitment to ESG excellence; ConocoPhillips was expected to announce that it would be the first U.S.-based oil and gas company to adopt a Paris-aligned climate risk strategy to meet an operational (scope 1 and scope 2) net-zero emissions ambition by 2050.

      Other benefits.    The Concho board also considered various other expected benefits of the combined company to Concho stockholders, including the caliber of ConocoPhillips' executive management team and the quality and experience of the ConocoPhillips board members and the opportunity to (i) share each company's technical expertise with immediate knowledge transfer in the combined company, (ii) combine exceptional technical teams with similar execution-focused cultures and (iii) capture efficiencies from large scale, multi-well projects and well design optimization.

    Superior alternative to other transactions potentially available to Concho.  Following consultation with Concho's management and financial advisors, the Concho board believed it was unlikely an alternative strategic counterparty would be willing to engage in a transaction that would provide Concho stockholders with greater value, including the opportunity to benefit from cost savings and synergies and from future value creation, than is being provided in connection with the merger.

    Superior alternative to continuation of standalone Concho.  The Concho board considered Concho's business, prospects and other strategic opportunities and the risks of remaining as a standalone public company, including the risks associated with increasing social, political and environmental pressure, Concho's relative lack of scale compared to the combined company and being a pure play or single-basin company discussed above. Based on these considerations, the Concho board believed the value offered to Concho's stockholders pursuant to the merger would be more favorable to Concho's stockholders than the potential value that might reasonably be expected to result from remaining an independent public company.

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    Receipt of fairness opinions and presentations from Credit Suisse and J.P. Morgan.  The Concho board considered the financial analyses reviewed and discussed with representatives of Credit Suisse and J.P. Morgan, as well as the oral opinions of Credit Suisse and J.P. Morgan rendered to the Concho board on October 18, 2020, which opinions were each subsequently confirmed by delivery of written opinions dated October 18, 2020, as to, as of October 18, 2020, the fairness, from a financial point of view, to the holders of Concho common stock of the exchange ratio in the merger pursuant to the merger agreement.

    Opportunity to receive alternative acquisition proposals.  The Concho board considered the terms of the merger agreement related to the Concho board's ability to respond to unsolicited acquisition proposals and determined that third parties would be unlikely to be deterred from making a competing proposal by the provisions of the merger agreement, including because the Concho board may, under certain circumstances, furnish information or enter into discussions in connection with a competing proposal. In this regard, the Concho board considered that:

    subject to its compliance with the merger agreement, the Concho board can change its recommendation to Concho stockholders with respect to the adoption of the merger agreement prior to the adoption of the merger agreement by the vote of Concho stockholders if the Concho board determines in good faith (after consultation with its financial advisors and outside legal advisors) that, with respect to a superior proposal or an intervening event, the failure to take such action would be inconsistent with the Concho board's fiduciary duties; and

    while the merger agreement contains (a) a termination fee of $300 million, representing approximately 3.1% of the transaction value at signing, that Concho would be required to pay to ConocoPhillips in certain circumstances, including if ConocoPhillips terminates the merger agreement in connection with a change in the Concho board's recommendation to stockholders with respect to adoption of the merger agreement or if Concho, its subsidiaries or certain representatives of Concho violate the non-solicitation obligations under the merger agreement and (b) the Force the Vote Provision, the Concho board believed that this fee and the Force the Vote Provision are reasonable in light of the circumstances and the overall terms of the merger agreement, consistent with fees and provisions in comparable transactions and not preclusive of other offers.

    Tax considerations.  The merger is intended to qualify for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code.

    Likelihood of completion and terms of the merger agreement.  The Concho board considered the likelihood of completion of the merger to be significant, in light of, among other things, the belief that, in consultation with Concho's legal advisors, the terms of the merger agreement, taken as a whole, including the parties' representations, warranties, covenants (including the restrictions on ConocoPhillips' ability to solicit competing proposals, make other acquisitions and issue additional shares of ConocoPhillips common stock) and conditions to closing, and the circumstances under which the merger agreement may be terminated, are reasonable.

        The Concho board also considered a number of uncertainties, risks and factors it deemed generally negative or unfavorable in making its determination, approval and related recommendation, including the following (not necessarily in order of relative importance):

    Transacting during a downturn in the energy industry.  The Concho board considered that the merger with ConocoPhillips will occur at a time when commodity prices and the stock prices of energy companies, including Concho, are depressed compared to recent historic prices.

    Scale; multi-basin vs. pure play.  The Concho board considered the potential that the risks outlined above with respect to lack of scale and the pure play or single-basin model do not come

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      true and the combined company's scale hinders its ability to react swiftly to changing market dynamics and the combined company's diverse portfolio dilutes the value of Concho's single-basin portfolio (including diluting returns to Concho stockholders in the event of a commodity price recovery).

    Continuing influence.  The Concho board considered the potential that Mr. Leach and potentially other members of Concho senior management will not have sufficient influence at the combined company to create value or that the methods they used to achieve success at Concho will not be scalable and cannot successfully be applied to create value for the combined company's larger portfolio.

    Possible failure to achieve synergies.  The Concho board considered the potential challenges and difficulties in integrating the operations of Concho and ConocoPhillips and the risk that anticipated cost savings and operational efficiencies between the two companies, or other anticipated benefits of the merger, might not be realized or might take longer to realize than expected.

    Fixed exchange ratio.  The Concho board considered that, because the merger consideration is based on a fixed exchange ratio rather than a fixed value, Concho stockholders bear the risk of a decrease in the trading price of ConocoPhillips common stock during the pendency of the merger and the fact that the merger agreement does not provide Concho with a collar or a value-based termination right.

    Risks associated with the pendency of the merger.  The Concho board considered the risks and contingencies relating to the announcement and pendency of the merger (including the likelihood of litigation or other opposition brought by or on behalf of Concho stockholders or ConocoPhillips stockholders challenging the merger and the other transactions contemplated by the merger agreement) and the risks and costs to Concho if the completion of the merger is not accomplished in a timely manner or if the merger does not close at all, including potential employee attrition, the impact on Concho's relationships with third parties and the effect termination of the merger agreement may have on the trading price of Concho common stock and Concho's operating results.

    Interim operating covenants.  The Concho board considered the restrictions on the conduct of Concho's and its subsidiaries' businesses during the period between the execution of the merger agreement and the completion of the merger as set forth in the merger agreement.

    Concho change of recommendation; Concho stockholder vote.  The Concho board considered the right of the ConocoPhillips board to change its recommendation to ConocoPhillips stockholders in certain circumstances, subject to certain conditions. The Concho board also considered that, even if the merger agreement is approved by Concho stockholders, ConocoPhillips' stockholders may not approve the ConocoPhillips issuance proposal, which is a condition of the merger.

    Competing proposals; termination fees; force the vote; expense reimbursement.  The Concho board considered the possibility that a third party may be willing to enter into a strategic combination with Concho on terms more favorable than the merger. In connection therewith, the Concho board considered the terms of the merger agreement relating to no shop covenants and termination fees (including the Force the Vote Provision), and the potential that such provisions might deter alternative bidders that might have been willing to submit a superior proposal to Concho. The Concho board also considered that, under specified circumstances, Concho may be required to pay a termination fee or expenses in the event the merger agreement is terminated and the effect this could have on Concho, including:

    the possibility that the termination fee and the Force the Vote Provision could discourage other potential parties from making a competing offer; although the Concho board believed

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        that the termination fee amount and the Force the Vote Provision are reasonable and will not unduly deter any other party that might be interested in making a competing proposal;

      if the merger is not consummated, Concho will pay its own expenses incident to preparing for and entering into and carrying out its obligations under the merger agreement and the transactions contemplated thereby; and

      the requirement that if the merger agreement is terminated as a result of the failure to obtain approval of Concho stockholders, Concho will be obligated to reimburse ConocoPhillips $95 million for its expenses in connection with the merger agreement.

    Interests of Concho directors and executive officers.  The Concho board considered that Concho's directors and executive officers may have interests in the merger that may be different from, or in addition to, those of Concho stockholders. For more information about such interests, see below under the heading "—Interests of Concho Directors and Executive Officers in the Merger.".

    Merger costs.  The Concho board considered the costs associated with the completion of the merger, including management's time and energy and potential opportunity cost.

    Regulatory approval.  The Concho board considered that the merger and the related transactions require regulatory approval to complete such transactions and the risk that the applicable governmental entities may seek to impose unfavorable terms or conditions, or otherwise fail to grant, such approval.

    Other risks. The Concho board considered risks of the type and nature described under the sections entitled "Risk Factors" and "Cautionary Statements Regarding Forward-Looking Statements."

        The Concho board believed that, overall, the potential benefits of the merger to Concho stockholders outweighed the risks and uncertainties of the merger.

        The foregoing discussion of factors considered by the Concho board in reaching its conclusions and recommendation includes the principal factors considered by the Concho board, but is not intended to be exhaustive and may not include all of the factors considered by the Concho board, but includes the material factors considered by the Concho board. In light of the variety of factors considered in connection with its evaluation of the merger, the Concho board did not find it practicable to, and did not, quantify or otherwise assign relative or specific weights to the specific factors considered in reaching its determinations and recommendations. Rather, the Concho board viewed its decisions as being based on the totality of the factors and information it considered. Moreover, each member of the Concho board applied his or her own personal business judgment to the process and may have given different weight to different factors. The Concho board based its recommendation on the totality of the information presented.

Opinion of Credit Suisse, Concho's Financial Advisor

        On October 18, 2020, Credit Suisse rendered its oral opinion to the Concho board (which was subsequently confirmed in writing by delivery of Credit Suisse's written opinion addressed to the Concho board dated the same date) as to, as of October 18, 2020, the fairness, from a financial point of view, to the holders of Concho common stock of the exchange ratio in the merger pursuant to the merger agreement.

        Credit Suisse's opinion was directed to the Concho board (in its capacity as such), and only addressed the fairness, from a financial point of view, to the holders of Concho common stock of the exchange ratio in the merger pursuant to the merger agreement and did not address any other aspect or implication (financial or otherwise) of the merger. The summary of Credit Suisse's opinion in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of its written

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opinion, which is included as Annex C to this joint proxy statement/prospectus and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Credit Suisse in preparing its opinion. However, neither Credit Suisse's written opinion nor the summary of its opinion and the related analyses set forth in this joint proxy statement/prospectus are intended to be, and they do not constitute, advice or a recommendation to any securityholder as to how such holder should vote or act on any matter relating to the merger.

        In arriving at its opinion, Credit Suisse:

    reviewed the merger agreement and certain publicly available business and financial information relating to Concho and ConocoPhillips;

    reviewed certain other information relating to Concho and ConocoPhillips, including:

    financial forecasts relating to Concho reviewed and discussed with Credit Suisse by the management of Concho, reflecting alternative commodity price and production growth assumptions provided by Concho, for the fiscal years ending December 31, 2021 through December 31, 2030 (which we refer to as the "Concho projections"); and

    financial forecasts relating to ConocoPhillips reviewed and discussed with Credit Suisse by the management of Concho, reflecting alternative commodity price and production growth assumptions provided by Concho, for the fiscal years ending December 31, 2021 through December 31, 2030 (which we refer to as the "Concho projections for ConocoPhillips");

    reviewed financial forecasts relating to ConocoPhillips for the fiscal years ending December 31, 2021 through December 31, 2025 (which we refer to as the "ConocoPhillips projections") provided to Credit Suisse by ConocoPhillips;

    reviewed estimates provided to Credit Suisse by the managements of Concho and ConocoPhillips with respect to the cost savings and synergies (which we refer to as the "Concho synergies estimates") anticipated by such managements to be achieved after giving effect to the merger;

    considered certain financial and stock market data of Concho and ConocoPhillips, and compared that data with similar data for other companies with publicly traded equity securities in businesses Credit Suisse deemed similar to those of Concho and ConocoPhillips, respectively;

    met with the managements of Concho and ConocoPhillips and certain of their respective representatives and discussed the businesses and prospects of Concho and ConocoPhillips;

    considered, to the extent publicly available, the financial terms of certain other business combinations and other transactions that had been effected or announced; and

    considered such other information, financial studies, analyses and investigations and financial, economic and market criteria that Credit Suisse deemed relevant.

        In connection with its review, Credit Suisse did not independently verify any of the foregoing information, and with Concho's consent, Credit Suisse assumed and relied upon such information being complete and accurate in all respects material to its analyses and opinion. With respect to the Concho projections and the Concho projections for ConocoPhillips (in each case, including the alternative commodity pricing and production growth assumptions), Credit Suisse had been advised by the management of Concho, and Credit Suisse assumed, with Concho's consent, that such forecasts and estimates were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of the management of Concho as to the future financial performance of Concho and ConocoPhillips, respectively. With respect to the Concho synergies estimates, Credit Suisse had been advised by the managements of Concho and ConocoPhillips, and Credit Suisse assumed, with Concho's consent, that such estimates were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such managements as to the cost savings and

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synergies anticipated by such managements to be achieved after giving effect to the merger. With respect to the ConocoPhillips projections, Credit Suisse assumed, with Concho's consent, that such forecasts and estimates represented reasonable estimates and judgments of the management of ConocoPhillips as to the future financial performance of ConocoPhillips. At the direction of the Concho board, Credit Suisse assumed that the Concho projections, the Concho projections for ConocoPhillips and the Concho synergies estimates were a reasonable basis upon which to evaluate Concho, ConocoPhillips and the merger, and at the direction of the Concho board, Credit Suisse relied upon the Concho projections, the Concho projections for ConocoPhillips, and the Concho synergies estimates for purposes of its analyses and opinion. Credit Suisse expressed no view or opinion with respect to the Concho projections, the Concho projections for ConocoPhillips, the ConocoPhillips projections or the Concho synergies estimates, or the assumptions and methodologies upon which any of the foregoing were based.

        In addition, Credit Suisse relied upon, without independent verification (i) the assessments of the management of Concho with respect to ConocoPhillips' ability to integrate the businesses of Concho and ConocoPhillips and (ii) the assessments of the management of Concho as to ConocoPhillips' existing technology and future capabilities with respect to the extraction of ConocoPhillips' and Concho's oil and gas reserves and other oil and gas resources (and associated timing and costs) and the production of various oil and gas products, including liquefied natural gas (and associated timing and costs) and, with the consent of the Concho board, assumed that there had been no developments that would adversely affect such management's views with respect to such technologies, capabilities, timing and costs. Credit Suisse also assumed, with the consent of the Concho board, that, in the course of obtaining any regulatory or third party consents, approvals or agreements in connection with the merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on Concho, ConocoPhillips or the contemplated benefits of the merger, and that the merger would be consummated in compliance with all applicable laws and regulations and in accordance with the terms of the merger agreement, without waiver, modification or amendment of any term, condition or agreement thereof that would be material to Credit Suisse's analyses or opinion. In addition, Credit Suisse was not requested to, and did not, make an independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of Concho or ConocoPhillips, and Credit Suisse was not furnished with any such evaluations or appraisals (other than publicly available oil and gas reserve information with respect to Concho and ConocoPhillips).

        Credit Suisse's opinion addressed only the fairness, from a financial point of view, to the holders of Concho common stock of the exchange ratio in the merger pursuant to the merger agreement and did not address any other aspect or implication (financial or otherwise) of the merger or any agreement, arrangement or understanding entered into in connection therewith or otherwise, including, without limitation, the form or structure of the merger and the fairness of the amount or nature of, or any other aspect relating to, any compensation or consideration to be received or otherwise payable to any officers, directors, employees, securityholders or affiliates of any party to the merger or class of such persons, relative to the exchange ratio or otherwise. Furthermore, Credit Suisse did not express any advice or opinion regarding matters that require legal, regulatory, accounting, insurance, intellectual property, tax, environmental, executive compensation or other similar professional advice, including, without limitation, any advice regarding the amounts of any company's oil and gas reserves, the riskings attributable to such reserves or any other aspects of any company's oil and gas reserves. Credit Suisse assumed that Concho had or would obtain such advice or opinions from the appropriate professional sources. The issuance of Credit Suisse's opinion was approved by its authorized internal committee.

        Credit Suisse's opinion was necessarily based upon information made available to Credit Suisse as of the date of its opinion and upon financial, economic, market and other conditions as they existed and could be evaluated on the date of its opinion. Credit Suisse did not undertake, and is under no

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obligation, to update, revise, reaffirm or withdraw its opinion, or otherwise comment on or consider events occurring or coming to its attention after the date of its opinion. In addition, as the Concho board was aware, the financial projections and estimates that Credit Suisse reviewed relating to the future financial performance of Concho, ConocoPhillips and the Concho synergies estimates reflected certain assumptions regarding the oil and gas industry and future commodity prices associated with that industry and the political policies and risk relevant to the conduct of Concho's and ConocoPhillips' respective businesses that were subject to significant uncertainty and volatility and that, if different than assumed, could have a material impact on Credit Suisse's analyses and opinion. Also, as the Concho board was aware, the financial markets had been experiencing unusual volatility and Credit Suisse expressed no opinion or view as to any potential effects of such volatility on Concho, ConocoPhillips or the merger. Credit Suisse assumed that the shares of ConocoPhillips common stock to be issued in the merger would be approved for listing on the New York Stock Exchange prior to the consummation of the merger. Credit Suisse's opinion did not address the relative merits of the merger as compared to alternative transactions or strategies that might have been available to Concho, nor did it address the underlying business decision of the Concho board or Concho to proceed with or effect the merger. Credit Suisse was not requested to, and did not, solicit third party indications of interest in acquiring all or any part of Concho.

        In preparing its opinion to the Concho board, Credit Suisse performed a variety of analyses, including those described below. The summary of Credit Suisse's financial analyses is not a complete description of the analyses underlying Credit Suisse's opinion. The preparation of such an opinion is a complex process involving various quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytic methods employed and the adaptation and application of those methods to the unique facts and circumstances presented. As a consequence, neither Credit Suisse's opinion nor the analyses underlying its opinion are readily susceptible to partial analysis or summary description. Credit Suisse arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any individual analysis, analytic method or factor. Accordingly, Credit Suisse believes that its analyses must be considered as a whole and that selecting portions of its analyses, analytic methods and factors, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying its analyses and opinion.

        In performing its analyses, Credit Suisse considered business, economic, industry and market conditions, financial and otherwise, and other matters as they existed on, and could be evaluated as of, the date of its opinion. No company, business or transaction used in Credit Suisse's analyses for comparative purposes is identical to Concho, ConocoPhillips or the merger. While the results of each analysis were taken into account in reaching its overall conclusion with respect to fairness, from a financial point of view, to the holders of Concho common stock of the exchange ratio in the merger pursuant to the merger agreement, Credit Suisse did not make separate or quantifiable judgments regarding individual analyses. The reference ranges indicated by Credit Suisse's financial analyses are illustrative and not necessarily indicative of actual or relative values nor predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond Concho's control and the control of Credit Suisse. Much of the information used in, and accordingly the results of, Credit Suisse's analyses are inherently subject to substantial uncertainty.

        Credit Suisse's opinion and analyses were provided to the Concho board (in its capacity as such) in connection with its consideration of the merger and were among many factors considered by the Concho board in evaluating the merger. Neither Credit Suisse's opinion nor its analyses were determinative of the exchange ratio or of the views of the Concho board with respect to the merger.

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Under the terms of its engagement by Concho, neither Credit Suisse's opinion nor any other advice or services rendered by it in connection with the merger or otherwise, should be construed as creating, and Credit Suisse should not be deemed to have, any fiduciary duty to the Concho board, Concho, ConocoPhillips, any securityholder or creditor of Concho or ConocoPhillips or any other person, regardless of any prior or ongoing advice or relationships.

Financial Analyses

        The following is a summary of certain financial analyses reviewed by Credit Suisse with the Concho board in connection with the rendering of its opinion to the Concho board on October 18, 2020. The summary does not contain all of the financial data stockholders of Concho may want or need for purposes of making an independent determination of fair value. Stockholders of Concho are encouraged to consult their own financial and other advisors before making any investment decision in connection with the merger. The analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies underlying, and the assumptions, qualifications and limitations in connection with, each analysis, could create a misleading or incomplete view of Credit Suisse's analyses.

        For purposes of its analyses, Credit Suisse reviewed a number of financial metrics including:

    Enterprise Value—generally the value as of a specified date of the relevant company's outstanding equity securities (taking into account its options and other outstanding convertible securities) plus the value as of such date of its net debt (the value of its outstanding indebtedness, preferred stock and capital lease obligations less the amount of cash on its balance sheet).

    EBITDAX—generally the amount of the relevant company's earnings before interest, taxes, depreciation, amortization and exploration expenses for a specified time period.

        In addition, at the direction of Concho's management, and except as otherwise noted, for purposes of Credit Suisse's analyses and opinion, Credit Suisse relied upon the Concho projections and the Concho projections for ConocoPhillips reflecting the views of Concho's management with respect to the future financial performance of Concho and ConocoPhillips, respectively, under four scenarios giving effect to either $40 or $60 pricing per barrel of oil and either a higher or lower assumed production growth rate. The cases reflecting these scenarios are described below. Credit Suisse noted that the cumulative EBITDAX over the five years included in the ConocoPhillips projections and the first five years in each of the cases described above for ConocoPhillips were approximately $56.432 billion (ConocoPhillips projections), $37.895 billion (Case A), $63.353 billion (Case B), $35.177 billion (Case C), and $58.994 billion (Case D), respectively.

    Case A—NYMEX oil pricing of $40 per barrel and the higher production growth during the period from January 2021 through December 2030.

    Case B—NYMEX oil pricing of $60 per barrel and the higher production growth during the period from January 2021 through December 2030.

    Case C—NYMEX oil pricing of $40 per barrel and the lower production growth during the period from January 2021 through December 2030.

    Case D—NYMEX oil pricing of $60 per barrel and the lower production growth during the period from January 2021 through December 2030.

Selected Companies Analyses

        Credit Suisse considered certain financial data for Concho, ConocoPhillips and selected companies with publicly traded equity securities Credit Suisse deemed relevant. The selected companies were

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selected because they were deemed to be similar to Concho and ConocoPhillips in one or more respects. For purposes of these analyses, (1) Credit Suisse was directed by Concho to use the Concho projections (Case A) and the Concho projections for ConocoPhillips (Case A), (2) except as otherwise noted, share prices for the selected companies were closing prices as of October 16, 2020 and (3) estimates of future financial performance for the selected companies for the years ending December 31, 2021 and 2022 used to select the implied multiple ranges were based on publicly available research analyst estimates for those companies.

        The financial data reviewed included:

    Enterprise Value as a multiple of estimated EBITDAX for the year ended December 31, 2021, or "2021E EBITDAX";

    Enterprise Value as a multiple of estimated EBITDAX for the year ended December 31, 2022, or "2022E EBITDAX";

    Per share stock price as a multiple of estimated per share cash flow from operations for the year ended December 31, 2021, or "2021E CFPS"; and

    Per share stock price as a multiple of estimated per share cash flow from operations for the year ended December 31, 2022, or "2022E CFPS."

        Concho.    The selected companies with respect to Concho and corresponding financial data based on publicly available research analyst estimates were:

 
  Enterprise Value   Stock Price  
Company Name
  2021E
EBITDAX
  2022E
EBITDAX
  2021E
CFPS
  2022E
CFPS
 

Pioneer Natural Resources Co.(1)

    6.0x     4.9x     5.4x     4.4x  

Diamondback Energy, Inc.(1)

    5.1x     4.4x     2.3x     2.1x  

Parsley Energy, Inc.(1)(2)

    5.4x     4.4x     3.3x     2.7x  

EOG Resources, Inc.(3)

    4.7x     3.8x     4.1x     3.5x  

Continental Resources, Inc.(3)

    5.3x     4.8x     2.6x     2.4x  

OVINTIV Inc.(3)

    4.1x     4.0x     1.2x     1.1x  

(1)
Pure-play Permian companies.

(2)
The multiples for Parsley Energy were derived by reference to the closing share price on October 13, 2020, the last day before market rumors were reported regarding a possible transaction between Concho and ConocoPhillips.

(3)
Selected independent oil & gas companies.

        Taking into account the results of the selected companies analysis, Credit Suisse applied multiple ranges of 5.0x to 6.0x to Concho's 2021E EBITDAX based on the Concho projections (Case A), 4.0x to 5.0x to Concho's 2022E EBITDAX based on the Concho projections (Case A), 3.5x to 4.5x to Concho's estimated cash flow from operations for the year ended December 31, 2021 based on the Concho projections (Case A), and 3.0x to 4.0x to Concho's estimated cash flow from operations for the year ended December 31, 2022 based on the Concho projections (Case A). The selected companies analysis indicated an implied reference range of $32.87 to $53.19 per share of Concho common stock.

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        ConocoPhillips.    The selected companies with respect to ConocoPhillips and corresponding financial data based on publicly available research analyst estimates were:

 
  Enterprise Value   Stock Price  
Company Name
  2021E
EBITDAX
  2022E
EBITDAX
  2021E
CFPS
  2022E
CFPS
 

Exxon Mobil Corporation(1)

    7.1x     5.6x     5.9x     4.6x  

Chevron Corporation(1)

    6.3x     5.1x     6.5x     5.1x  

Occidental Petroleum Corporation(2)

    7.1x     6.2x     1.6x     1.5x  

EOG Resources, Inc.(2)

    4.7x     3.8x     4.1x     3.5x  

Hess Corporation(2)

    9.8x     7.1x     7.3x     5.1x  

Apache Corporation(2)

    5.7x     5.4x     1.9x     1.9x  

Continental Resources, Inc.(2)

    5.3x     4.8x     2.6x     2.4x  

Marathon Oil Corporation(2)

    4.4x     3.7x     2.0x     1.6x  

(1)
Selected major oil and gas companies.

(2)
Selected diversified oil and gas companies

        Taking into account the results of the selected companies analysis, Credit Suisse applied multiple ranges of 5.5x to 7.0x to ConocoPhillips' 2021E EBITDAX based on the Concho projections for ConocoPhillips (Case A), 4.5x to 6.0x to ConocoPhillips' 2022E EBITDAX based on the Concho projections for ConocoPhillips (Case A), 5.0x to 6.0x to ConocoPhillips' estimated cash flow from operations for the year ended December 31, 2021 based on the Concho projections (Case A), and 4.0x to 5.0x to ConocoPhillips' estimated cash flow from operations for the year ended December 31, 2022 based on the Concho projections for ConocoPhillips (Case A). The selected companies analysis indicated an implied reference range of $22.12 to $42.76 per share of ConocoPhillips common stock.

        The selected companies analysis indicated an implied exchange ratio reference range of 0.7686x to 2.4046x, as compared to the exchange ratio of 1.46x in the merger.

Discounted Cash Flow Analysis

        Concho.    Credit Suisse performed a discounted cash flow analysis with respect to Concho by calculating the estimated net present value of the projected after-tax, unlevered, free cash flows of Concho based on each of the four cases described above comprising the Concho projections. Credit Suisse applied terminal multiples of 5.0x-6.0x to Concho's estimated EBITDAX for the year ended December 31, 2030 based on each case of the Concho projections and discount rates ranging from 9.0% to 11.0% to the projected unlevered free cash flows and calculated terminal values. The discounted cash flow analysis for Concho indicated implied reference ranges per share of Concho common stock of $38.37 to $54.74 for Case A, $93.23 to 121.69 for Case B, $28.22 to $38.55 for Case C, and $67.38 to $85.15 for Case D.

        ConocoPhillips.    Credit Suisse performed a discounted cash flow analysis with respect to ConocoPhillips by calculating the estimated net present value of the projected after-tax, unlevered, free cash flows of ConocoPhillips based on each of the four cases described above comprising the Concho projections for ConocoPhillips. Credit Suisse applied terminal multiples of 6.0x-7.0x to ConocoPhillips' estimated EBITDAX for the year ended December 31, 2030 based on each case of the Concho projections for ConocoPhillips and discount rates ranging from 8.0% to 10.0% to the projected unlevered free cash flows and calculated terminal values. The discounted cash flow analysis for ConocoPhillips indicated implied reference ranges per share of ConocoPhillips common stock of $24.48 to $33.07 for Case A, $62.94 to $78.33 for Case B, $20.15 to $26.60 for Case C, and $53.27 to $64.98 for Case D. While the ConocoPhillips projections were based on differing oil price and production

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growth assumptions than the Concho projections for ConocoPhillips and consequently were not directly comparable to the Concho projections for ConocoPhillips, Credit Suisse also performed a discounted cash flow analysis with respect to ConocoPhillips based on the ConocoPhillips projections using terminal multiples of 6.0x to 7.0x and discount rates ranging from 8.0% to 10.0%, which indicated an implied reference range per share of ConocoPhillips common stock of $52.19 and $65.97.

        The discounted cash flow analysis indicated implied exchange ratio reference ranges of 1.1603x to 2.2362x for Case A, 1.1902x to 1.9334x for Case B, 1.0609x to 1.9130x for Case C, and 1.0369x to 1.5984x for Case D, as compared to the exchange ratio of 1.46x in the merger.

Selected Transactions Analysis

        Credit Suisse also considered the financial terms of certain business combinations and other transactions that Credit Suisse deemed relevant. The selected transactions were selected because the target companies or assets were deemed by Credit Suisse to be similar to Concho in one or more respects. The financial data reviewed included the implied Transaction Value as a multiple of EBITDAX for the latest twelve months, or LTM EBITDAX.

Date Announced
  Acquiror   Target   Transaction
Value /
LTM
EBITDAX
 

09/28/20

  Devon Energy Corporation(1)(2)   WPX Energy, Inc.     3.8x  

08/12/20

  Southwestern Energy Company(1)   Montage Resources Corporation     3.4x  

07/20/20

  Chevron Corporation(1)   Noble Energy, Inc.     5.1x  

10/14/19

  Parsley Energy, Inc.(1)(2)   Jagged Peak Energy Inc.     5.4x  

08/26/19

  PDC Energy, Inc.(1)   SRC Energy Inc.     3.1x  

07/15/19

  Callon Petroleum Company(1)   Carrizo Oil & Gas, Inc.(3)     3.8x  

05/09/19

  Occidental Petroleum Corporation(1)(2)   Anadarko Petroleum Corporation     7.5x  

11/19/18

  Cimarex Energy Co.(1)(2)   Resolute Energy Corporation     8.2x  

11/01/18

  Encana Corporation(1)   Newfield Exploration Company     5.3x  

08/14/18

  Diamondback Energy, Inc.(2)   Energen Corporation     10.3x  

03/28/18

  Concho Resources Inc.(2)   RSP Permian Inc.     16.2x  

01/16/17

  Noble Energy, Inc.(2)   Clayton Williams Energy, Inc.     NM  

05/11/15

  Noble Energy, Inc.(2)   Rosetta Resources Inc.     6.0x  

09/29/14

  Encaca Corporation(2)   Athlon Energy Inc.     25.1x  

(1)
Selected recent transactions.

(2)
Selected transactions involving Permian-focused targets.

(3)
Indicated multiple reflects amended merger agreement terms announced on November 14, 2019.

        Taking into account the results of the selected transactions analysis, Credit Suisse applied a multiple range of 4.0x to 5.5x to Concho's LTM EBITDAX (as of June 30, 2020). The selected transactions analysis indicated an implied reference range per share of Concho common stock of $45.57 to $67.17, as compared to the $49.30 in the value of the 1.46 shares of ConocoPhillips common stock to be issued in the merger per share of Concho common stock based on the closing share price for ConocoPhillips common stock on October 16, 2020.

Other Matters

        Concho retained Credit Suisse as its financial advisor in connection with the merger based on Credit Suisse's qualifications, experience and reputation as an internationally recognized investment banking and financial advisory firm. Pursuant to the engagement letter between Concho and Credit

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Suisse, Concho has agreed to pay Credit Suisse a fee of $25 million for its services of which $2 million became payable to Credit Suisse upon the rendering of its opinion to the Concho board and the remainder of which is contingent upon the consummation of the merger. In addition, Concho has agreed to reimburse certain of Credit Suisse's expenses and to indemnify Credit Suisse and certain related parties for certain liabilities and other items arising out of or related to its engagement.

        Credit Suisse and its affiliates have in the past provided and currently are providing investment banking and other financial advice and services to Concho and its affiliates for which advice and services Credit Suisse and its affiliates have received and would expect to receive compensation, including, among other things, during the past two years, having acted as a senior co-manager in connection with the public offering of debt securities by Concho in 2020, for which Credit Suisse and its affiliates received approximately $220,000 in fees. Credit Suisse and its affiliates have in the past provided investment banking and other financial advice and services to ConocoPhillips and its affiliates for which advice and services Credit Suisse and its affiliates have received compensation, including, among other things, during the past two years, having acted as a financial intermediary in connection with a repurchase of ConocoPhillips common stock by ConocoPhillips in 2020, for which Credit Suisse and its affiliates received approximately $210,000 in fees. Credit Suisse and its affiliates may in the future provide investment banking and other financial advice and services to Concho, ConocoPhillips and their respective affiliates for which advice and services Credit Suisse and its affiliates would expect to receive compensation. Credit Suisse is a full service securities firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial advice and services. Credit Suisse and its affiliates are also participants and lenders under outstanding credit facilities of Concho and ConocoPhillips and/or certain of their respective affiliates. In the ordinary course of business, Credit Suisse and its affiliates may acquire, hold or sell, for its and its affiliates' own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of Concho, ConocoPhillips and any other company that may be involved in the merger, as well as provide investment banking and other financial advice and services to such companies and their affiliates.

Opinion of J.P. Morgan, Concho's Financial Advisor

        Concho retained J.P. Morgan pursuant to an engagement letter to act as its financial advisor in connection with the merger. At the meeting of the Concho board on October 18, 2020, J.P. Morgan rendered its oral opinion to the Concho board (which was subsequently confirmed in writing by delivery of J.P. Morgan's written opinion addressed to the Concho board dated the same date) as to, as of October 18, 2020, the fairness, from a financial point of view, to the holders of Concho common stock of the exchange ratio in the merger pursuant to the merger agreement.

        The full text of the written opinion of J.P. Morgan, dated October 18, 2020, which sets forth the assumptions made, matters considered and limits on the review undertaken, is attached as Annex D to this joint proxy statement/prospectus and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion. J.P. Morgan's written opinion was addressed to the Concho board (in its capacity as such) in connection with and for the purposes of its evaluation of the merger, was directed only to the exchange ratio to be paid to the holders of Concho common stock in the merger and did not address any other aspect of the merger. J.P. Morgan expressed no opinion as to the underlying decision by Concho to engage in the merger. The issuance of J.P. Morgan's opinion was approved by a fairness committee of J.P. Morgan. The summary of the opinion of J.P. Morgan set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion. The opinion does not constitute a recommendation to any stockholder of Concho as to how such stockholder should vote with respect to the merger or any other matter.

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        In arriving at its opinion, J.P. Morgan, among other things:

    reviewed the merger agreement;

    reviewed certain publicly available business and financial information concerning Concho and ConocoPhillips and the industries in which they operate;

    compared the proposed financial terms of the merger with the publicly available financial terms of certain transactions involving companies J.P. Morgan deemed relevant and the consideration paid for such companies;

    compared the financial and operating performance of Concho and ConocoPhillips with publicly available information concerning certain other companies J.P. Morgan deemed relevant and reviewed the current and historical market prices of the Concho common stock and ConocoPhillips common stock and certain publicly traded securities of such other companies;

    reviewed certain internal financial analyses and forecasts prepared by or at the direction of the management of Concho with respect to Concho and ConocoPhillips relating to their respective businesses as well as the estimated amount and timing of the cost savings and related expenses and synergies expected to result from the merger, prepared by managements of Concho and ConocoPhillips (which we refer to the "Concho synergies"); and

    performed such other financial studies and analyses and considered such other information as J.P. Morgan deemed appropriate for the purposes of its opinion.

        In addition, J.P. Morgan held discussions with certain members of the management of Concho and ConocoPhillips with respect to certain aspects of the merger, and the past and current business operations of Concho and ConocoPhillips, the financial condition and future prospects and operations of Concho and ConocoPhillips, the effects of the merger on the financial condition and future prospects of Concho and ConocoPhillips, and certain other matters J.P. Morgan believed necessary or appropriate to its inquiry.

        In giving its opinion, J.P. Morgan relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with J.P. Morgan by Concho and ConocoPhillips or otherwise reviewed by or for J.P. Morgan. J.P. Morgan did not independently verify any such information or its accuracy or completeness and, pursuant to J.P. Morgan's engagement letter with Concho, J.P. Morgan did not assume any obligation to undertake any such independent verification. J.P. Morgan did not conduct and was not provided with any valuation or appraisal of any assets or liabilities, nor did J.P. Morgan evaluate the solvency of Concho or ConocoPhillips under any state or federal laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses and forecasts provided to J.P. Morgan or derived therefrom, including the Concho synergies, J.P. Morgan assumed that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by Concho's management as to the expected future results of operations and financial condition of Concho and ConocoPhillips to which such analyses or forecasts relate. J.P. Morgan expressed no view as to such analyses or forecasts (including the Concho synergies) or the assumptions on which they were based. J.P. Morgan also assumed that the merger and the other transactions contemplated by the merger agreement would be consummated as described in the merger agreement. J.P. Morgan also assumed that the representations and warranties made by Concho and ConocoPhillips in the merger agreement and the related agreements were and will be true and correct in all respects material to its analysis. J.P. Morgan is not a legal, regulatory or tax expert and relied on the assessments made by advisors to Concho with respect to such issues. J.P. Morgan further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the merger will be obtained without any adverse effect on Concho or ConocoPhillips or on the contemplated benefits of the merger.

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        J.P. Morgan's opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to J.P. Morgan as of, the date of such opinion. J.P. Morgan's opinion noted that subsequent developments may affect J.P. Morgan's written opinion dated, October 18, 2020, and that J.P. Morgan did not have any obligation to update, revise, or reaffirm such opinion. J.P. Morgan's opinion is limited to the fairness, from a financial point of view, to the holders of Concho common stock of the exchange ratio in the merger pursuant to the merger agreement and J.P. Morgan has expressed no opinion as to the fairness of any consideration to the holders of any other class of securities, creditors or other constituencies of Concho or as to the underlying decision by Concho to engage in the merger. Furthermore, J.P. Morgan expressed no opinion with respect to the amount or nature of any compensation to any officers, directors, or employees of any party to the merger, or any class of such persons relative to the exchange ratio applicable to the holders of Concho common stock in the merger or with respect to the fairness of any such compensation. J.P. Morgan expressed no opinion as to the price at which Concho common stock or ConocoPhillips common stock will trade at any future time.

        J.P. Morgan's opinion expressed that it was not authorized to and did not solicit any expressions of interest from any other parties with respect to the sale of all or any part of Concho or any other alternative transaction.

        The terms of the merger agreement, including the exchange ratio, were determined through arm's length negotiations between Concho and ConocoPhillips, and the decision to enter into the merger agreement was solely that of the Concho board. J.P. Morgan's opinion and financial analyses were only one of the many factors considered by the Concho board in its evaluation of the merger and should not be viewed as determinative of the views of the Concho board or management with respect to the merger or the exchange ratio.

    Financial Analyses

        In accordance with customary investment banking practice, J.P. Morgan employed generally accepted valuation methodology in rendering its opinion to the Concho board, and contained in the presentation delivered to the Concho board on October 18, 2020 in connection with the rendering of such opinion, and the summaries below do not purport to be a complete description of the analyses or data presented by J.P. Morgan. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by J.P. Morgan, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of J.P. Morgan's analyses.

        In addition, at the direction of Concho's management, and except as noted otherwise, for purposes of J.P. Morgan's analyses and opinion, J.P. Morgan relied upon financial forecasts for Concho and ConocoPhillips prepared by or at the direction of Concho management reflecting the views of Concho's management with respect to the future financial performance of Concho and ConocoPhillips, respectively, under four scenarios giving effect to either $40 or $60 pricing per barrel of oil and either a higher or lower assumed production growth rate. The cases reflecting these scenarios are described below.

    Case A—NYMEX oil pricing of $40 per barrel and higher production growth during the period from January 2021 through December 2030.

    Case B—NYMEX oil pricing of $60 per barrel and higher production growth during the period from January 2021 through December 2030.

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    Case C—NYMEX oil pricing of $40 per barrel and lower production growth during the period from January 2021 through December 2030.

    Case D—NYMEX oil pricing of $60 per barrel and lower production growth during the period from January 2021 through December 2030.

    Selected Public Trading Multiples

        Using publicly available information, J.P. Morgan compared selected financial data of Concho and ConocoPhillips with similar data for selected publicly traded companies engaged in businesses that J.P. Morgan judged to be analogous to Concho and ConocoPhillips, respectively. None of the selected companies reviewed is identical or directly comparable to Concho or ConocoPhillips. However, these companies were selected, among other reasons, because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan's analysis, may be considered sufficiently similar in certain respects to Concho or ConocoPhillips, as the case may be. The analysis necessarily involves complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies differently than they would affect Concho or ConocoPhillips. For purposes of these analyses, (i) J.P. Morgan was directed by Concho to use its Case A financial forecasts for Concho and ConocoPhillips and (ii) estimates of future financial performance for the selected companies for the years ending December 31, 2021 and 2022 used to select the implied multiple ranges were based on publicly available research analyst estimates for those companies.

        Using publicly available information as of October 16, 2020, J.P. Morgan calculated and compared, for each selected company listed below, various financial multiples and ratios. For each of the following analyses performed by J.P. Morgan, estimated financial data for the selected companies were based on information obtained from FactSet Research Systems. The information J.P. Morgan calculated for each of the selected companies included:

    Multiple of firm value (calculated as the market value of the company's common stock on a fully diluted basis, plus debt and other adjustments, including non-controlling interests, less cash) to estimated EBITDAX (defined as earnings before interest, taxes, depreciation, amortization and exploration expenses) for the fiscal years ending December 31, 2021 (which we refer to as "2021E EBITDAX") and December 31, 2022 (which we refer to as "2022E EBITDAX"); and

    Multiple of equity value (calculated as the market value of the company's common stock on a fully diluted basis) to estimated operating cash flow for the fiscal years ending December 31, 2021 (which we refer to as "2021E operating cash flow") and December 31, 2022 (which we refer to as "2022E operating cash flow").

Concho

        The companies selected by J.P. Morgan for its analysis of Concho were:

    EOG Resources, Inc.

    Pioneer Natural Resources Company

    Occidental Petroleum Corporation

    Devon Energy Corporation

    Diamondback Energy, Inc.

    Parsley Energy, Inc.

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        This analysis indicated the following Firm Value/EBITDAX and Equity Value/Operating Cash Flow multiples:

 
  Firm Value /
EBITDAX
  Equity Value /
Operating Cash Flow
 
 
  2021E   2022E   2021E   2022E  

EOG Resources, Inc. 

    4.8x     4.0x     4.3x     3.7x  

Pioneer Natural Resources Company

    6.2x     5.0x     5.6x     4.5x  

Occidental Petroleum Corporation

    6.9x     6.1x     1.6x     1.3x  

Devon Energy Corporation(1)

    4.3x     3.5x     2.5x     1.9x  

Diamondback Energy, Inc. 

    5.1x     4.5x     2.4x     2.0x  

Parsley Energy, Inc. 

    5.6x     4.6x     3.7x     2.9x  

(1)
Multiples for Devon Energy Corporation are pro forma for the merger with WPX Energy Inc. announced on September 28, 2020.

        J.P. Morgan did not rely solely on the quantitative results of the selected public company analysis, but also made qualitative judgments concerning differences between the business, financial and operating characteristics and prospects of Concho and the selected companies that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis. These qualitative judgments related primarily to the differing sizes, growth prospects, asset profiles and capital structures between Concho and the companies included in the selected public company analysis. Based upon these judgments, J.P. Morgan selected multiple reference ranges for Concho of 4.25x-6.25x and 3.50x-5.00x for firm value to 2021E EBITDAX and 2022E EBITDAX, respectively, and 2.50x-5.50x and 2.00x-4.50x for equity value to 2021E operating cash flow and 2022E operating cash flow, respectively.

        After applying such ranges to the appropriate metrics for Concho based on Concho's financial forecast (Case A), the analysis indicated the following implied equity value per share ranges for Concho common stock (resulting per share values were in all cases rounded to the nearest $0.25 per share):


Concho Implied Equity Value Per Share Range

 
  Firm Value /
EBITDAX
  Equity Value /
Operating Cash Flow
 
 
  2021E   2022E   2021E   2022E  

Low

  $ 31.50   $ 23.50   $ 27.75   $ 22.75  

High

  $ 55.25   $ 41.75   $ 61.00   $ 51.00  

ConocoPhillips

        The companies selected by J.P. Morgan for its analysis of ConocoPhillips were:

    EOG Resources, Inc.

    Hess Corporation

    Occidental Petroleum Corporation

    Devon Energy Corporation

    Continental Resources, Inc.

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    Apache Corporation

    Marathon Oil Corporation

        This analysis indicated the following Firm Value/EBITDAX and Equity Value/Operating Cash Flow multiples:

 
  Firm Value /
EBITDAX
  Equity Value /
Operating Cash Flow
 
 
  2021E   2022E   2021E   2022E  

EOG Resources, Inc. 

    4.8x     4.0x     4.3x     3.7x  

Hess Corporation

    10.6x     7.7x     7.1x     5.6x  

Occidental Petroleum Corporation

    6.9x     6.1x     1.6x     1.3x  

Devon Energy Corporation(1)

    4.3x     3.5x